HCA Holdings, Inc. (HCA)

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HCA Holdings, Inc. (HCA)

April 24, 2013 3:00 pm ET


John M. Franck - Vice President of Legal and Corporate Secretary

Richard M. Bracken - Chairman and Chief Executive Officer


John M. Franck

Good afternoon. Good afternoon, and welcome. I am John Franck. I'll be serving as Secretary of HCA's 2013 Annual Meeting of Stockholders. For stockholders who are not attending in person, today's meeting is also being broadcast and recorded via webcast.

Hopefully, everyone received an agenda on their way in. But for those who did not and for those listening by webcast, please let me take a moment to review it. Mr. Richard Bracken, HCA's Chairman and Chief Executive Officer, will call the formal meeting to order and introduce our director nominees. Then, we'll move on to the proposals described in detail in the proxy statement, which are the election of 13 directors; the ratification of the appointment of Ernst & Young as HCA's independent registered public accounting firm; and an advisory vote on executive compensation, referred to as a say-on-pay vote.

After discussion of each of these items, you'll have the opportunity to vote, if you have not already done so. Following the voting, we will announce the results, adjourn the meeting. At that time, we'll take questions from any stockholders.

The procedure for stockholders to make comments or raise questions is set forth in your program agenda. If you have a question or comment that relates to a proposal being presented, please signal one of the attendants. Please wait for the chairman to acknowledge you, and then give your name and state whether you are stockholder or hold a proxy for a stockholder. In an effort to provide all our stockholders an opportunity to be heard today, we ask that comments be limited to 2 minutes. If you have questions or comments that do not relate to today's proposals, we would ask that you hold those until the question-and-answer session near the end of today's meeting.

Now it's my pleasure to introduce Mr. Richard Bracken, our Chairman and Chief Executive Officer.

Richard M. Bracken

Thank you, John. It's my pleasure to welcome you all to HCA, to our 2013 Annual Meeting of Stockholders and to call the meeting to order.

I'd first like to introduce a few people. In addition to John, who you just met, on the stage with me is Milton Johnson, our President and Chief Financial Officer. Milton is also a member of our board and is standing for election today, as am I. Let me introduce our other director nominees. And as I call your name, if you could just stand up for a moment.

John Connaughton. Mr. Connaughton is a Managing Director of Bain Capital Partners. Kenneth Freeman. Mr. Freeman is a Senior Adviser of Kohlberg Kravis & Roberts and is also Dean of Boston University's School Of Management. Thomas Frist III, Mr. Frist is a principal of Frist Capital and a general partner of Frisco Partners. William Frist. Mr. Frist is a principal of First Capital and a general partner Frisco Partners. Christopher Gordon. Mr. Gordon is a Managing Director of Bain Capital Partners. Jay Light. Mr.Light is the Dean Emeritus of Harvard Business School. Jeff Myers is not with us today but Mr. Myers who is the past -- retired Chief Financial Officer and Executive Vice President and Treasurer for Manor Care, Inc. Michael Michelson. Mr. Michelson is a member of KKR Management. James Momtazee. Mr. Momtazee is a member of KKR Management. Stephen Pagliuca. Mr. Pagliuca is a Managing Director of Bain Capital Partners. Wayne Riley. Dr. Riley is President and Chief Executive Officer of Meharry Medical College.

So please join me in expressing our appreciation to all of our directors for their exceptional commitment and outstanding service to HCA. Also in the audience, we have any -- a number of our executive staff, including Samuel Hazen, President of Operations. 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.

John M. Franck

Thank you, Richard. The company has appointed Peter Shevlin [ph] of Broadridge Financial Solutions to serve as Inspector of Election of this annual meeting. He has 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 the presence of a quorum. I have a certified list of stockholders of record as of the close of business on March 1, 2013 which is the record date for this meeting. The list has been available for inspection and will remain available during this meeting for inspection by stockholders.

On or about March 14, notice of 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 affidavits will be filed with the minutes of this meeting. At the close of business on the record date, there were approximately 445 million voting shares issued and outstanding. As of noon today, approximately 401 million shares were present in person or by proxy. This represents approximately 90% of the company's outstanding voting stock.

Richard M. Bracken

All right. Thank you, John. I declare a quorum present, and we'll 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, and the polls are open for these proposals.

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