UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 28, 2017 (April 27, 2017)

HCA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (615) 344-9551

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

On April 27, 2017, the Board of Directors (the “Board”) of HCA Holdings, Inc. (the “Company”) approved a revised Board of Directors compensation program, effective immediately, pursuant 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 Company’s common stock and vest as to 100% of the award on the sooner of the date of the Company’s next annual stockholders’ meeting or the first anniversary of the grant date, subject to the director’s 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 Company’s common stock with a value of five times the value of the annual cash retainer for a director’s service on the Board within three years from the date on which they are elected to the Board.

On April 28, 2017, the Company filed with the Delaware Secretary of State an amendment to the Company’s Amended and Restated Certificate of Incorporation, to be effective May 8, 2017, changing the Company’s name to HCA Healthcare, Inc. The Company’s Board of Directors has also adopted an amendment to the Company’s Amended and Restated Bylaws reflecting the name change, to be effective May 8, 2017. Copies of the amendment to the Company’s Amended and Restated Certificate of Incorporation effecting the name change, as filed with the Delaware Secretary of State, and the amendment to the Company’s 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 Company’s Annual Meeting of Stockholders (the “Annual Meeting”) held on April 27, 2017 at the Company’s 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 Company’s Board of Directors for a one-year term as follows:

2. The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017 was ratified as follows:

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

4. The amendment to the Company’s 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 Company’s name change referenced in Item 5.03 above, the Company’s CUSIP number will remain the same, and the Company’s 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:

SIGNATURES

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

Date: April 28, 2017

EXHIBIT INDEX