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HCA > SEC Filings for HCA > Form 8-K on 9-May-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Financial Statements and Exhibits

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

On May 9, 2013, the Board of Directors (the "Board") of HCA Holdings, Inc. (the "Company"), based on the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Ann Huntress Lamont, Managing Partner of Oak Investment Partners, to the Board, effective immediately. Ms. Lamont will also serve as a member of the Company's Compensation Committee and Nominating and Corporate Governance Committee. Messrs. Michael W. Michelson and Stephen G. Pagliuca have resigned from membership on the Company's Nominating and Corporate Governance Committee effective upon the appointment of Ms. Lamont to the committee. The Board has found Ms. Lamont to be independent for purposes of the listing standards of the New York Stock Exchange, applicable Securities and Exchange Commission rules and the Company's Corporate Governance Guidelines. As a result, effective May 9, 2013, a majority of the members of the Company's Compensation Committee and Nominating and Corporate Governance Committee will be independent directors. The Board also increased the size of the Board to 14 members.

Ms. Lamont was appointed as a director pursuant to the Company's Amended and Restated Certificate of Incorporation and the Stockholders' Agreement between the Company and Hercules Holding II, LLC, which provides that the Board may determine the number of directors which shall constitute the Board and that a majority of the members of the Board may fill a newly created directorship resulting from any increase in the number of directors on the Board.

Ms. Lamont will participate in the independent director compensation arrangements described in the Company's proxy statement for its 2013 annual meeting of stockholders held on April 24, 2013, which was filed with the Securities and Exchange Commission on March 14, 2013.

On May 9, 2013, the Company issued a press release announcing the election of Ms. Lamont. The press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 99.1 Press Release, dated May 9, 2013.

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