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 12, 2016
(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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) The 2016 annual meeting of shareholders of Tenet Healthcare Corporation (the “Company”) was held on May 12, 2016.
(b) The shareholders (1) elected all 12 of the nominees for director, (2) approved, on an advisory basis, the Company’s executive compensation, (3) approved the Sixth Amended and Restated Tenet Healthcare 2008 Stock Incentive Plan, (4) approved the Tenet Healthcare Corporation Eleventh Amended and Restated 1995 Employee Stock Purchase Plan, and (5) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2016.
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 other than item 3 below, where pursuant to New York Stock Exchange rules for shareholder approval of equity compensation plans, abstentions were counted as votes cast against the matter. 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 | ||||||||||||||
| Trevor Fetter |
83,724,541 | 1,086,078 | 97,125 | 8,841,519 | 98.7% | |||||||||||||
| Brenda J. Gaines |
82,135,490 | 2,732,353 | 39,901 | 8,841,519 | 96.8% | |||||||||||||
| Karen M. Garrison |
84,657,829 | 209,852 | 40,063 | 8,841,519 | 99.8% | |||||||||||||
| Edward A. Kangas |
84,466,749 | 394,207 | 46,788 | 8,841,519 | 99.5% | |||||||||||||
| J. Robert Kerrey |
84,491,763 | 377,508 | 38,473 | 8,841,519 | 99.6% | |||||||||||||
| Freda C. Lewis-Hall |
84,704,287 | 162,047 | 41,410 | 8,841,519 | 99.8% | |||||||||||||
| Richard R. Pettingill |
82,139,496 | 2,727,114 | 41,134 | 8,841,519 | 96.8% | |||||||||||||
| Matthew J. Ripperger |
82,931,632 | 1,932,733 | 43,379 | 8,841,519 | 97.7% | |||||||||||||
| Ronald A. Rittenmeyer |
82,029,958 | 2,837,728 | 40,058 | 8,841,519 | 96.7% | |||||||||||||
| Tammy Romo |
84,714,121 | 150,472 | 43,151 | 8,841,519 | 99.8% | |||||||||||||
| Randolph C. Simpson |
84,700,063 | 164,513 | 43,168 | 8,841,519 | 99.8% | |||||||||||||
| James A. Unruh |
82,624,514 | 2,239,759 | 43,471 | 8,841,519 | 97.4% | |||||||||||||
2. Approval of an advisory resolution on the Company’s executive compensation:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
APPROVAL PERCENTAGE | ||||
| 76,251,816 |
8,559,994 | 95,934 | 8,841,519 | 89.9% |
3. Approval of the Sixth Amended and Restated Tenet Healthcare 2008 Stock Incentive Plan:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
APPROVAL PERCENTAGE | ||||
| 78,677,204 |
5,988,729 | 241,811 | 8,841,519 | 92.7% |
4. Approval of the Tenet Healthcare Corporation Eleventh Amended and Restated 1995 Employee Stock Purchase Plan:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
APPROVAL PERCENTAGE | ||||
| 84,577,872 |
255,329 | 74,543 | 8,841,519 | 99.7% |
5. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2016:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
APPROVAL PERCENTAGE | ||||
| 92,852,446 |
827,667 | 69,150 | — | 99.1% |
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 13, 2016