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. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On April27, 2017, the Board of Directors (the Board) of HCA
Holdings, Inc. (the Company) approved a revised Board of
Directors compensation program, effective immediately, to which
each non-management director will receive quarterly payment of
the following cash compensation, as applicable (prorated for
partial years):

In addition to the director compensation described above, each
non-management director will receive an annual board equity award
with a value of $175,000, awarded upon joining the Board
(prorated for months of service) and at each annual meeting of
the stockholders thereafter. These equity grants consist of
restricted share units ultimately payable in shares of the
Companys common stock and vest as to 50% of the award on the
sooner of the date of the Companys next annual stockholders
meeting or the first anniversary of the grant date, subject to
the directors continued service on the Board. The restricted
share units will also immediately vest upon the occurrence of a
Change in Control (as defined in the applicable grant agreement).
The directors may elect to defer receipt of shares under the
restricted share units. Directors will also be reimbursed for
their reasonable expenses incurred in connection with their
service. Each non-management director is expected to directly or
indirectly acquire a number of shares of the Companys common
stock with a value of five times the value of the annual cash
retainer for a directors service on the Board within three years
from the date on which they are elected to the Board.

On April28, 2017, the Company filed with the Delaware Secretary
of State an amendment to the Companys Amended and Restated
Certificate of Incorporation, to be effective May8, 2017,
changing the Companys name to HCA Healthcare, Inc. The Companys
Board of Directors has also adopted an amendment to the Companys
Amended and Restated Bylaws reflecting the name change, to be
effective May8, 2017. Copies of the amendment to the Companys
Amended and Restated Certificate of Incorporation effecting the
name change, as filed with the Delaware Secretary of State, and
the amendment to the Companys Amended and Restated Bylaws
reflecting the name change are attached hereto as Exhibit
3.1 and Exhibit 3.2, respectively, and are
incorporated herein by reference.

At the Companys Annual Meeting of Stockholders (the Annual
Meeting) held on April 27, 2017 at the Companys corporate
headquarters in Nashville, Tennessee, a total of 322,790,341
shares of our common stock, out of a total of 370,440,793 shares
of common stock outstanding and entitled to vote, were present in
person or represented by proxies. Voting results from the Annual
Meeting were as follows:

1. The following 11 director nominees were elected to the
Companys Board of Directors for a one-year term as follows:

2. The selection of Ernst Young LLP as the Companys independent
registered public accounting firm for the year ending December31,
2017 was ratified as follows:

3. The adoption of a non-binding advisory resolution on the
Companys named executive officer compensation as described in the
2017 proxy statement was approved as follows:

4. The amendment to the Companys amended and restated certificate
of incorporation to allow certain stockholders to request special
meetings of stockholders as described in the 2017 proxy statement
did not receive affirmative votes from the holders of at least
seventy-five percent (75%) of the shares of common stock
outstanding and entitled to vote at the Annual Meeting that was
required to be approved and, therefore, was not approved as
follows:

5. The stockholder proposal regarding special shareowner meetings
as described in the 2017 proxy statement was not approved as
follows:

Following the Companys name change referenced in Item 5.03 above,
the Companys CUSIP number will remain the same, and the Companys
common stock, par value $0.01 per share, will continue to trade
on the New York Stock Exchange under the trading symbol HCA.

(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 +0.77 at 84.21 with 1,561,226 shares trading hands.