UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

 

Date of Report: May 2, 2019

(Date of earliest event reported)

 

 

TENET HEALTHCARE CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

Nevada		1-7293		95-2557091
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1445 Ross Avenue, Suite 1400

Dallas, Texas 75202

(Address of principal executive offices, including zip code)

(469) 893-2200

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 934 (§ 240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.05 par value		THC		New York Stock Exchange
6.875% Senior Notes due 2031		THC31		New York Stock Exchange

 

 

 

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2019 annual meeting of shareholders (the “Annual Meeting”) of Tenet Healthcare Corporation (the “Company”), the Company’s shareholders approved the Tenet Healthcare 2019 Stock Incentive Plan (the “SIP”), which had previously been approved by the Human Resources Committee of the Board of Directors of the Company, subject to shareholder approval. The material terms of the SIP are described in the definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 22, 2019 (the “Proxy Statement”), and the description of the SIP included in the Proxy Statement is incorporated herein by reference. The description of the SIP is qualified in its entirety by reference to the full text of the SIP, a copy of which is filed as Exhibit 10.1 hereto.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a)    The Annual Meeting of the Company was held on May 2, 2019.

(b)    The Company’s shareholders (1) elected all ten of the nominees for director, (2) approved, on an advisory basis, the Company’s executive compensation, (3) approved the Tenet Healthcare 2019 Stock Incentive Plan, and (4) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2019.

The final results of voting on each of the matters submitted to a vote are set forth below. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present but were not counted as votes cast on any matter, except that, for purposes of approval under NYSE rules, abstentions were counted as votes cast on the proposal to approve the SIP, and, therefore, had the same effect as an “against” vote. The approval percentages below for each matter reflect all of the votes cast.

1.    Election of directors:

 

		FOR				AGAINST				ABSTAIN				BROKER NON-VOTES				APPROVAL PERCENTAGE
Ronald A. Rittenmeyer			85,678,578				2,021,247				460,872				9,741,992				97.7	%
J. Robert Kerrey			86,623,103				1,478,883				58,711				9,741,992				98.3	%
Lloyd J. Austin, III			87,593,483				507,713				59,501				9,741,992				99.4	%
James L. Bierman			87,781,136				316,232				63,329				9,741,992				99.6	%
Richard W. Fisher			85,138,257				2,965,109				57,331				9,741,992				96.6	%
Meghan M. FitzGerald			87,784,802				319,472				56,423				9,741,992				99.6	%
Brenda J. Gaines			86,827,472				1,277,243				55,982				9,741,992				98.6	%
Edward A. Kangas			86,366,548				1,735,314				58,835				9,741,992				98.0	%
Richard J. Mark			87,786,973				314,719				59,005				9,741,992				99.6	%
Tammy Romo			87,511,345				593,668				55,684				9,741,992				99.3	%

2.     Approval, on an advisory basis, of the Company’s executive compensation:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES		APPROVAL PERCENTAGE
80,622,517		7,482,279		55,901		9,741,992		91.5%

3.    Approval of the Tenet Healthcare 2019 Stock Incentive Plan:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES		APPROVAL PERCENTAGE
85,744,967		2,372,033		43,697		9,741,992		97.3%

4.     Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2019:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES		APPROVAL PERCENTAGE
97,049,156		793,286		60,247		—		99.2%

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
10.1		Tenet Healthcare 2019 Stock Incentive Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 3, 2019