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
May 17, 2012 (May 15, 2012)
Date of Report (date of earliest event reported)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15925 | 13-3893191 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of principal executive offices)
Registrant’s telephone number, including area code: (615) 465-7000
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 2012 annual meeting of stockholders of Community Health Systems, Inc. (the “Company”) was held on May 15, 2012.
(b) The following describes the matters that were submitted to the vote of the stockholders of the Company at the 2012 annual meeting of stockholders and the result of the votes on these matters:
(1) The stockholders approved the election of the following persons as directors of the Company for terms that expire at the 2013 annual meeting of stockholders of the Company and until their respective successors have been elected and have qualified:
| Name |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| (a) W. Larry Cash |
|
76,247,266 (94.9 |
%) |
|
4,030,624 (5.0 |
%) |
30,324 | 5,322,839 | ||||||||
| (b) John A. Clerico |
|
70,001,094 (87.2 |
%) |
|
10,245,205 (12.8 |
%) |
61,915 | 5,322,839 | ||||||||
| (c) James S. Ely III |
|
79,986,089 (99.6 |
%) |
|
269,710 (0.3 |
%) |
52,415 | 5,322,839 | ||||||||
| (d) John A. Fry |
|
79,967,104 (99.6 |
%) |
|
286,044 (0.4 |
%) |
55,066 | 5,322,839 | ||||||||
| (e) William Norris Jennings, M.D. |
|
79,965,911 (99.6 |
%) |
|
300,063 (0.4 |
%) |
42,240 | 5,322,839 | ||||||||
| (f) Julia B. North |
|
70,122,490 (87.3 |
%) |
|
10,145,373 (12.6 |
%) |
40,351 | 5,322,839 | ||||||||
| (g) Wayne T. Smith |
|
78,963,422 (98.3 |
%) |
|
1,313,154 (1.6 |
%) |
31,638 | 5,322,839 | ||||||||
| (h) H. Mitchell Watson, Jr. |
|
69,962,546 (87.1 |
%) |
|
10,300,717 (12.8 |
%) |
44,951 | 5,322,839 | ||||||||
(2) The stockholders did not approve the advisory vote on executive compensation:
| For |
Against | Abstain | Broker Non-Votes | |||||||||
| 26,409,684 (32.9%) |
|
53,799,753 (67.0 |
%) |
98,777 | 5,322,839 | |||||||
(3) The Board of Directors’ appointment of Deloitte & Touche, LLP, as the Company’s independent registered public accountants for 2012, was ratified by the affirmative votes of the stockholders:
| For |
Against | Abstain | Broker Non-Votes | |||||||||
| 84,997,508 (99.3%) |
|
601,138 (0.7 |
%) |
32,407 | n/a | |||||||
(c) Not applicable.
SIGNATURE
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: May 17, 2012 | COMMUNITY HEALTH SYSTEMS, INC. (Registrant) | |||||
| By: | /s/ Wayne T. Smith | |||||
| Wayne T. Smith | ||||||
| Chairman of the Board, President and Chief Executive Officer (principal executive officer) | ||||||
| By: | /s/ Rachel A. Seifert | |||||
| Rachel A. Seifert | ||||||
| Executive Vice President, Secretary and General Counsel | ||||||