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 4, 2017
(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 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 1934 (§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 provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) The 2017 annual meeting of shareholders of Tenet Healthcare Corporation (the “Company”) was held on May 4, 2017.
(b) The Company’s shareholders (1) elected all 12 of the nominees for director, (2) approved, on an advisory basis, the Company’s executive compensation, (3) approved, on an advisory basis, that future advisory votes on executive compensation be held annually, (4) approved the material terms of the performance goals under the Third Amended Tenet Healthcare Corporation Annual Incentive Plan, and (5) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2017.
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.
1. Election of directors:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||||||||
| John P. Byrnes |
77,969,564 | 2,704,456 | 139,956 | 11,854,695 | ||||||||||||
| Trevor Fetter |
76,394,312 | 4,258,141 | 161,523 | 11,854,695 | ||||||||||||
| Brenda J. Gaines |
79,116,474 | 1,572,741 | 124,761 | 11,854,695 | ||||||||||||
| Karen M. Garrison |
79,638,936 | 1,048,820 | 126,220 | 11,854,695 | ||||||||||||
| Edward A. Kangas |
79,239,055 | 1,465,409 | 109,512 | 11,854,695 | ||||||||||||
| J. Robert Kerrey |
79,713,490 | 990,271 | 110,215 | 11,854,695 | ||||||||||||
| Richard R. Pettingill |
79,045,565 | 1,657,788 | 110,623 | 11,854,695 | ||||||||||||
| Matthew J. Ripperger |
77,202,931 | 3,499,151 | 111,894 | 11,854,695 | ||||||||||||
| Ronald A. Rittenmeyer |
78,890,108 | 1,743,400 | 180,468 | 11,854,695 | ||||||||||||
| Tammy Romo |
79,739,575 | 949,680 | 124,721 | 11,854,695 | ||||||||||||
| Randolph C. Simpson |
77,764,917 | 2,909,451 | 139,608 | 11,854,695 | ||||||||||||
| Peter M. Wilver |
77,497,386 | 3,183,952 | 132,638 | 11,854,695 | ||||||||||||
2. Approval, on an advisory basis, of the Company’s executive compensation:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||||||
| 58,579,115 | 22,123,096 | 111,765 | 11,854,695 | |||||||||||
3. Approval, on an advisory basis, of the frequency of future advisory votes to approve the Company’s executive compensation:
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTES |
||||||||||||||
| 80,297,473 | 101,044 | 283,560 | 131,899 | 11,854,695 | ||||||||||||||
4. Approval of the material terms of the performance goals under the Third Amended Tenet Healthcare Corporation Annual Incentive Plan:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||||||
| 77,799,037 | 2,908,878 | 106,061 | 11,854,695 | |||||||||||
5. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2017:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||||||
| 91,797,414 | 806,337 | 64,920 | — | |||||||||||
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.
| TENET HEALTHCARE CORPORATION | ||
| By: | /s/ Paul A. Castanon | |
| Paul A. Castanon | ||
| Vice President, Deputy General Counsel and Corporate Secretary | ||
Date: May 5, 2017