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): September 30, 2008 (September 24, 2008)
HCA INC.
(Exact name of registrant as specified in charter)
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| Delaware
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001-11239
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75-2497104 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| One Park Plaza, Nashville, Tennessee
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37203 |
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| (Address of principal executive offices)
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(Zip Code) |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of Jack O. Bovender, Jr. from Position as Chief Executive Officer of the Company
On September 29, 2008, HCA Inc. (the “Company”) announced that Jack O. Bovender, Jr., Chief
Executive Officer and Chairman of the Company, will retire from his position as Chief Executive
Officer effective December 31, 2008. Mr. Bovender will remain with the Company as the executive
Chairman until December 15, 2009, at which time Mr. Bovender will also resign from the Board of
Directors of the Company. A copy of the press release issued by the Company relating to Mr.
Bovender’s retirement is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Appointment of Richard M. Bracken as Chief Executive Officer and President of the Company
In conjunction with Mr. Bovender’s retirement, the Board of Directors appointed Richard M.
Bracken as the Chief Executive Officer and President of the Company effective January 1, 2009. Mr.
Bracken has previously served as President and Chief Operating Officer of the Company since January
2002 and Chief Operating Officer of the Company since July 2001. In addition, Mr. Bracken served as
President — Western Group of the Company from August 1997 until July 2001. From January 1995 to
August 1997, Mr. Bracken served as President of the Pacific Division of the Company. Prior to 1995,
Mr. Bracken served in various hospital Chief Executive Officer and Administrator positions with
HCA-Hospital Corporation of America.
The information required by Item 5.02(c)(2) of Form 8-K regarding Mr. Bracken is contained in
the Company’s Annual Report Form 10-K for the fiscal year ended December 31, 2007 filed with the
SEC on March 28, 2008 and is incorporated herein by reference.
Mr. Bracken’s compensation as Chief Executive Officer and President has not yet been
determined.
A copy of the press release issued by the Company relating to Mr. Bracken’s appointment as the
Company’s next Chief Executive Officer is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit 99.1 Press Release, dated September 29, 2008.