HCA Healthcare, Inc. (HCA) Earnings Call Transcript & Summary

Mr. Franck, please begin the meeting when you're ready.

Thank you very much, operator. Good afternoon, and welcome. I'm John Franck, and I'll be serving as Secretary of HCA Healthcare's 2021 Annual Meeting of Stockholders. In light of the ongoing public health impact of the COVID-19 pandemic and to support the health and well-being of the company's stockholders, employees and their families, we're holding this meeting virtually via webcast. All of us at HCA Healthcare hope you're staying safe and healthy. A meeting program and the rules of procedure for today's meeting are available on the meeting website at www.virtualshareholdermeeting.com/hca2021. Mr. Thomas Frist III, HCA Healthcare's Chairman, will call the formal meeting to order and introduce our director nominees. Then we'll move on to proposals described in detail in the proxy statement, which are: The election of 9 directors; the ratification of the appointment of Ernst & Young LLP as HCA Healthcare's independent registered public accounting firm; an advisory vote to approve the compensation of our named executive officers; the consideration of and voting on a stockholder proposal regarding stockholders' ability to act by written consent; and finally, the consideration of and voting on a stockholder proposal requesting a report on the feasibility of increasing the impact of quality metrics on executive compensation. Until voting is closed following the discussion of all the proposals, you may vote your shares using the vote function of the meeting website, if you have not already done so. If you have a question or comment that relates to a proposal being presented, please submit it through the meeting website as soon as possible and prior to the discussion of the proposal to permit the Chairman time to discuss and address the question. [Operator Instructions] Following the close of voting, we'll announce the results and adjourn the meeting. Other appropriate questions submitted through the meeting website will be addressed in the question-and-answer session after the adjournment of the meeting, time permitting. [Operator Instructions] It's now my pleasure to introduce Mr. Thomas Frist III, HCA's Chairman.

Thanks, John. It's my pleasure to welcome you to HCA Healthcare's 2021 Annual Meeting of Stockholders and to call the meeting to order. I'd like to introduce a few people. In addition to John, here with me is Sam Hazen, our Chief Executive Officer; Bill Rutherford, our Executive Vice President and Chief Financial Officer; and Mark Kimbrough, our Vice President of Investor Relations. Now let me introduce our Director nominees who are in attendance virtually. Meg Crofton, Ms. Crofton is the retired President of The Walt Disney Company's Parks and Resorts operations, U.S. and France; Bob Dennis, Mr. Dennis is the retired Chairman and CEO of Genesco; Nancy-Ann DeParle, Ms. DeParle is a founding and managing partner of Consonance Capital Partners; William Frist, Mr. Frist is a principal of Frist Capital; Samuel Hazen, Mr. Hazen is the Chief Executive Officer of HCA Healthcare; Chad Holliday, Mr. Holliday is the Chairman of Royal Dutch Shell and former Chairman and CEO of DuPont; Mike Michelson, Mr. Michelson is a retired member of KKR Management; Dr. Wayne Riley. Dr. Riley is President of SUNY Downstate Health Sciences University; and then me, Thomas Frist III, I'm founder and managing partner of Frist Capital. Next, I'd like to introduce you to Jim Parrott of Ernst & Young LLP, HCA Healthcare's independent registered public accounting firm. He will be available to answer any questions you may wish to ask later in the meeting. We are being assisted with the tabulation of proxies and ballots by a representative of Broadridge Financial Solutions. And now John, please give us your report.

Thank you, Mr. Chairman. The company has appointed Ken Franke of Carideo Group on behalf of Broadridge Financial Solutions to serve as inspector of election of this annual meeting. He's been duly sworn and has taken and signed an oath to faithfully execute his duties with strict impartiality and to the best of his ability. The inspector has presented his preliminary report to me indicating a presence of a quorum. I have a certified list of the stockholders of record at the close of business on March 8, 2021, the record date for this meeting. This list has been available for inspection and will remain available during this meeting for inspection by stockholders. On or about March 19, notice of the availability of proxy materials for this meeting was mailed to each stockholder of record as of the record date. I have an affidavit certifying that proper notice was given to each of these stockholders. The affidavit will be filed with the minutes of this meeting. At the close of business on the record date, there were approximately 337 million voting shares issued and outstanding. As of noon today, 308 million shares were virtually present or by proxy at this meeting. This represents approximately 91% of the company's outstanding voting stock.

Thanks, John. I declare a quorum present and will now take up the business of the meeting. The matters to be acted upon today will be considered in the order set out in the proxy statement. The polls are open for those proposals. The report of the inspector of election, with respect to the votes cast, will be given at the conclusion of the vote on all items. There may be stockholders virtually attending the meeting who have not already voted by proxy or who wish to change their previous proxy vote. If there is anyone in either of these categories, please submit your vote to the meeting website. The first order of business is the election of 9 directors to hold office until the Annual Meeting of Stockholders in 2022 or until their successors are duly elected and qualified. I have already introduced the nominees and additional information about them is available in the proxy statement. The Board of Directors recommends that you vote for each of the director nominees. I will now pause to address any questions submitted regarding the director nominees. The company has not received timely notice of any other nominations by a stockholder as required under our certificate of incorporation and our bylaws. Therefore, I declare the nominations closed. If anyone is voting through the meeting website, please submit your vote now on proposal #1. After voting has been completed on all matters on the agenda, the votes for each item will be counted. [Voting]

Let's proceed now with the second item of business on the agenda, the ratification of Ernst & Young as the company's independent registered public accounting firm. The Audit and Compliance Committee and the Board of Directors recommend that you vote for the ratification of the appointment of E&Y as the independent registered public accounting firm of the company for the year ending December 31, 2021. I will now pause to address any questions submitted regarding the ratification of Ernst & Young LLP as the company's independent registered public accounting firm. There being no further questions on the proposal, the discussion is closed. If anyone is voting through the meeting website, please vote now on proposal #2. [Voting]

The third item of business on the agenda is an advisory nonbinding vote on the compensation of the company's named executive officers as described in the company's proxy statement. The Board recommends a vote for the proposal. I will now pause to address any questions submitted regarding the advisory nonbinding vote on the compensation of the company's named executive officers. There being no questions on the proposal, the discussion is closed. If anyone is voting through the meeting website, please vote now on proposal #3. [Voting]

The fourth item of business on the agenda is a stockholder proposal proposed and presented by Mr. John Chevedden, requesting that the Board of Directors take steps necessary to allow stockholders to act by written consent as described in the company's proxy statement. The proponent will have up to 4 minutes to present the proposal. The Board has considered the proponent's proposal and recommends a vote against the proposal. Mr. Chevedden presents his proposal.

Hello. This is John Chevedden. Can you hear me okay? Hello. This is John Chevedden. Can you hear me okay?

Yes, we hear you.

This is proposal 4, shareholder right to act by written consent. Just as a point of order, it is misleading to ask shareholders to ask only 1 question because you can't ask more than 1 question to reject more than 1 question in this platform. And it sends a message to shareholders that management doesn't want to hear from shareholders. They're only entitled that 1 question a year at the shareholder meeting. And it's all the more recent to support this proposal for what shareholders can do by written consent. The proposal is, shareholders request that our Board of Directors take the necessary steps to permit written consent by shareholders entitled to cast a minimum number of votes that would be necessary to authorize an action at a meeting at which all shares entitled to vote thereon are present and voting. Taking action by written consent in place of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle, like the election of a new director. This proposal topic won 88% support at an AT&T annual meeting. And this was before the shareholder right to call a special in-person shareholder meeting was almost eliminated by the 2020 pandemic. HCA management put up a smokescreen of theoretical objections to this proposal topic in 2020, but failed to give a single example of its theoretical objections ever taking place at any company whatsoever. The Bank of New York Mellon said it adopted written consent in 2019 after a 45% vote for a written consent shareholder proposal. And this Bank of New York Mellon action was a year before the pandemic put an end to in-person shareholder meetings, perhaps forever. It is so much easier for management to conduct an online shareholder meeting. The management will not want to return to an in-person shareholder meeting. Shareholders need to be able to accomplish more outside of a shareholder meeting due to the onslaught of online shareholder meetings replacing in-person shareholder meetings. With the near universal use of online shareholder meetings starting in 2020, shareholders no longer have the right to discuss concerns with other shareholders and with their directors at a shareholder meeting. Shareholders are also severely restricted in making their views known at an online shareholder meeting because all challenging questions and comments can be prescreened. For instance, Goodyear management became an example of turning an online shareholder meeting into an excuse to hit the mute button. Goodyear management hit the mute button right in the middle of a formal shareholder proposal presentation at the 2020 shareholder meeting. With deep slumping stock price, Goodyear management simply did not want shareholders to hear constructive criticism. Plus AT&T management would not even allow shareholders to speak at its 2020 AT&T online annual meeting and is planning to do the same for its 2021 annual meeting this Friday. Shareholders now need to have the option, more than ever, to take action outside of a shareholder meeting since online shareholder meetings can be so restrictive. Please vote yes, shareholder right to act via written consent, proposal 4.

Thank you, John. Included in the company's proxy statement, beginning on Page 36, is a more complete description of the Board's reasoning behind its opposition to the stockholder proposal. We will now pause to address any questions submitted regarding the stockholder proposal as described in the company's proxy statement. There being no questions regarding this proposal, the discussion is closed. If anyone is voting through the meeting website, please vote now on proposal #4. [Voting]

The final item of business on the agenda is a stockholder proposal proposed by Mr. Kurt Freeman on behalf of the Graphic Benevolent Trust Fund and presented by Ms. Pat Diaz, requesting that the Compensation Committee of the Board of Directors publish a report analyzing the feasibility of increasing the impact of the company's performance on quality metrics on the senior executive compensation agreement as described in the company's proxy statement. The proponent will have up to 4 minutes to present the proposal. The Board has considered the proponent's proposal and recommends a vote against this. Ms. Diaz presents her proposal.

Hello. My name is Patricia Diaz. I am a registered nurse at an HCA hospital and a member of the Service Employees International Union. I am here to present proposal 5 filed by International Brotherhood of Teamsters. The proposal calls for a report on the feasibility of increasing the impact of quality metrics on executive pay. Now I have worked as an HCA nurse for 19 years, none of them have been as professionally challenging as this past year because of the pandemic. The COVID-19 pandemic has made it more important than ever that health care companies must significantly value the quality and care of -- the quality of care and human capital management when assessing the effectiveness of operations, and these -- and that these factors are an important means to incentivize executives and hold them accountable for their performance. However, this is not happening at HCA. Quality care metrics make up just 20% of HCA's annual incentive award, with the remaining 80% tied to EBITDA. We believe the time is now for the Board of Directors to embrace its pledge that quality care is at the core of everything we do. Right now, tens of thousands of health care workers inside HCA hospitals are being paid poverty wages of under $15 an hour. When HCA is paying full-time health care workers $26,000 a year, HCA's CEO, Sam Hazen, received a more than a $3 million raise last year, and HCA's largest shareholder, the Frists, more than -- more than doubled their personal wealth to over $16 billion. When hospitals don't invest in safe staffing and fair wages for health care workers, patient care suffers. Patient care must come first. Please vote yes for proposal 5, request a report on the feasibility of increasing the impact of quality metrics on executive compensation. Thank you.

Thank you, Ms. Diaz, first of all, for your service of 19 years of patients in your community, and thank you for presenting your proposal. Included in the company's proxy statement beginning on Page 40 is a more complete description of the Board's reasoning behind its opposition to this proposal. I will now pause to address any questions submitted regarding the stockholder proposal as described in the company's proxy statement. There being no questions on the proposal, the discussion is closed. If anyone is voting through the meeting website, please vote now on proposal #5. [Voting]

That concludes the voting on the proposal set forth in the proxy statement. I will pause briefly to allow shareholders to submit any final votes. [Voting]

I now declare the polls to be officially closed for all matters. The secretary has presented the preliminary inspector of election report to me, which as follows -- is as follows: The 9 nominees named in the proxy statement have been elected as directors until the 2022 annual meeting or until their successors are duly elected and qualified; the appointment of E&Y as HCA Healthcare's independent registered public accounting firm has been ratified; the advisory vote on the compensation of the company's named executive officers has been approved; the stockholder proposal regarding stockholders' ability to act by written consent has not been approved; and the stockholder proposal requesting a report on the feasibility of increasing the impact of quality metrics on executive compensation has not been approved. The final inspector of election report will be available within 4 days of the meeting. This concludes today's virtual meeting and the meeting is adjourned. We are now happy to address any stockholder questions submitted through the meeting website. Mark, are there any questions?

Yes, Tommy, we have a couple of questions on the website. The first question is, is it wise to do $6 billion share repurchase when the stock is high?

Hello, this is Bill Rutherford, CFO of HCA. Our share repurchase program is part of a balanced and disciplined allocation of capital. The company conducts a robust analysis of our capital policies frequently. And based upon this analysis, we believe that our current share repurchase program is appropriate.

Thank you, Bill. We have 1 additional question. How will you increase shareholder value? Will you increase the dividend?

This is Bill. As part of that capital analysis, we evaluate our dividend. And as you know, with our year-end call, we announce the resumption of our quarterly dividend, and we will continue to review and assess this going forward.

Okay. That's all of our questions today.

Thank you, Mark. That concludes our Q&A session. If you are a stockholder, please remember that Mark Kimbrough is our Investor Relations department -- and our Investor Relations department is always available to answer stockholder questions. We want to thank everyone who participated in today's virtual meeting, and thank you for your continuing interest in HCA Healthcare.