HCA HOLDINGS, INC. (NYSE:HCA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

On March29, 2017, the Compensation Committee (the Committee) of
the Board of Directors of HCA Holdings, Inc. (the Company)
adopted the 2017 Senior Officer Performance Excellence Program
(the Senior Officer PEP). Under the Senior Officer PEP, the
executive officers of the Company shall be eligible to earn
performance awards based upon the achievement of certain
specified performance targets. The Senior Officer PEP award
opportunities for the Companys named executive officers and other
Group Presidents are weighted (i)80% (and up to 90% for certain
other participants) for the achievement of certain EBITDA (as
defined in the Senior Officer PEP) targets and (ii)20% (and down
to 10% for certain other participants) for the achievement of
targets associated with certain quality of care metrics. The
EBITDA weighted portion of the American Group and National Group
Presidents Senior Officer PEP awards is based 50% on Company
EBITDA and 50% on EBITDA for their respective Group. The quality
weighted portion of the Senior Officer PEP is based one-third on
each of the following three quality of care metrics: Hospital
Acquired Infections, Core Measures and Patient Experience (each
as defined in the Senior Officer PEP).

Target Senior Officer PEP award opportunities for 2017 for the
Companys named executive officers are as follows:

With respect to the EBITDA weighted portion of the Senior Officer
PEP, participants will receive 50% of the EBITDA weighted portion
of the target award for target performance, 25% of the EBITDA
weighted portion of the target award for a minimum acceptable
(threshold) level of performance, and a maximum of 200% of the
EBITDA weighted portion of the target award for maximum
performance. With respect to the quality weighted portion of the
Senior Officer PEP, participants will receive 50% of the quality
weighted portion of the target award applicable to each quality
of care metric for performance at or above the target level of
performance for such metric and 0% of the quality weighted
portion of the target award applicable to each quality of care
metric for performance at or below the minimum (threshold) level
of performance for such metric; provided, that, (i)in the event
the Company exceeds the target level of EBITDA adopted by the
Committee with respect to the EBITDA weighted portion of the
Senior Officer PEP, each quality of care metric which qualifies
for 50% payout as described above will be multiplied by the
EBITDA payout percentage and (ii)in the event the Companys actual
EBITDA is less than 90% of such target level of EBITDA, there
will be no payment with respect to the quality weighted portion
of the Senior Officer PEP.

Awards to the Senior Officer PEP will be paid solely in cash. No
payments will be made for performance below specified threshold
amounts. Payouts between threshold and target (with respect to
the quality weighted and EBITDA weighted portions) or target and
maximum (with respect to the EBITDA weighted portion) will be
calculated by the Committee in its sole discretion using
straight-line interpolation. The Committee may make adjustments
to the terms and conditions of, and the criteria included in,
awards under the Senior Officer PEP in recognition of unusual or
nonrecurring events affecting a participant or the Company, or
the financial statements of the Company, or in certain other
instances specified in the Senior Officer PEP. In addition, in
the event the applicable governmental agency adjusts any of the
definitions of the quality of care metrics during the performance
period, appropriate adjustments shall be made to the targets, or
results, or both, to properly account for such changes, in the
Committees sole discretion. Awards to the Senior Officer PEP are
also subject to recovery or adjustment by the Company in certain
circumstances in which the operating results on which the payment
was based were restated or otherwise adjusted or in the event a
participants conduct is not in good faith and materially
disrupts, damages, impairs or interferes with the business of the
Company and its affiliates.

The foregoing description of the Senior Officer PEP does not
purport to be complete and is qualified in its entirety by
reference to the Senior Officer PEP, a copy of which is attached
to this report as Exhibit 10.1 and incorporated herein by
reference.

(d) Exhibits:

About HCA HOLDINGS, INC. (NYSE:HCA)

HCA Holdings, Inc. is a healthcare services company. The Company’s segment is operating hospitals and related healthcare entities. The Company operates approximately 168 hospitals, consisting of 164 general, acute care hospitals; three psychiatric hospitals, and one rehabilitation hospital. In addition, the Company operates approximately 116 freestanding surgery centers. Its facilities are located in approximately 20 states and England. The Company’s general, acute care hospitals typically provide a range of services to accommodate such medical specialties as internal medicine, general surgery, cardiology, oncology, neurosurgery, orthopedics and obstetrics, as well as diagnostic and emergency services. Its psychiatric hospitals provide therapeutic programs, including child, adolescent and adult psychiatric care, adult and adolescent alcohol and drug abuse treatment and counseling. It operates approximately three psychiatric hospitals with over 396 licensed beds.

HCA HOLDINGS, INC. (NYSE:HCA) Recent Trading Information

HCA HOLDINGS, INC. (NYSE:HCA) closed its last trading session up +0.34 at 89.33 with 1,709,537 shares trading hands.