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CYH > SEC Filings for CYH > Form 8-K on 22-May-2014All Recent SEC Filings

Show all filings for COMMUNITY HEALTH SYSTEMS INC

Form 8-K for COMMUNITY HEALTH SYSTEMS INC


22-May-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Sub


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 20, 2014, the stockholders of Community Health Systems, Inc. (the "Company") approved an amendment to the Company's by-laws (the "By-laws") to add a new Article VIII which provides that, unless the Company consents in writing to the selection of an alternative forum, a state or federal court located within the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. The Company's Board of Directors previously approved this amendment on February 26, 2014.

The foregoing description of the By-laws, as amended, is qualified in its entirety by reference to the full text of the Amended and Restated By-laws of the Company, a copy of which is attached as Exhibit 3.1 to this report and is incorporated herein by reference.



Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The 2014 annual meeting of stockholders of the Company was held on May 20, 2014.

(b) The following describes the matters that were submitted to the vote of the stockholders of the Company at the 2014 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 2015 annual meeting of stockholders of the Company and until their respective successors have been elected and have qualified:

                                                                            Broker
    Name                                   For        Against    Abstain   Non-Votes
    (a) W. Larry Cash                   86,944,154   8,697,267   36,141    3,909,020
                                        (90.9%)      (9.1%)
    (b) John A. Clerico                 87,705,250   7,935,206   37,104    3,909,022
                                        (91.7%)      (8.3%)
    (c) James S. Ely III                95,377,770   263,200     36,593    3,909,019
                                        (99.7%)      (0.3%)
    (d) John A. Fry                     95,062,932   577,570     37,060    3,909,020
                                        (99.4%)      (0.6%)
    (e) William Norris Jennings, M.D.   95,161,277   478,694     37,590    3,909,021
                                        (99.5%)      (0.5%)
    (f) Julia B. North                  88,072,504   7,568,290   36,768    3,909,020
                                        (92.1%)      (7.9%)
    (g) Wayne T. Smith                  94,046,722   1,594,106   36,736    3,909,018
                                        (98.3%)      (1.7%)
    (h) H. Mitchell Watson, Jr.         88,062,551   7,536,224   78,786    3,909,021
                                        (92.1%)      (7.9%)

(2) The stockholders approved the advisory vote on executive compensation:

                 For          Against     Abstain   Broker Non-Votes
                 86,714,836   8,885,177   77,546    3,909,023
                 (90.6%)      (9.4%)



(3) The stockholders approved the Community Health Systems, Inc. 2004 Employee Performance Incentive Plan, amended and restated as of February 26, 2014:

                 For          Against     Abstain   Broker Non-Votes
                 94,265,660   1,348,462   63,441    3,909,019
                 (98.5%)      (1.5%)

(4) The stockholders approved the Community Health Systems, Inc. 2009 Stock Option and Award Plan, amended and restated as of March 19, 2014:

                 For          Against     Abstain   Broker Non-Votes
                 90,631,854   4,982,060   63,648    3,909,020
                 (94.7%)      (5.3%)

(5) The stockholders approved the Amendment of the Amended and Restated By-laws of Community Health Systems, Inc.:

                 For          Against      Abstain   Broker Non-Votes
                 62,082,016   33,546,593   48,952    3,909,021
                 (55.8%)*     (30.2%)*

* Percentage of total shares of common stock of Community Health Systems, Inc. issued and outstanding and entitled to vote as of March 21, 2014.

(6) The Board of Directors' appointment of Deloitte & Touche, LLP, as the Company's independent registered public accountants for 2014, was ratified by the affirmative votes of the stockholders:

                 For          Against     Abstain   Broker Non-Votes
                 98,456,800   1,055,879   73,903    n/a
                 (98.9%)      (1.1%)

(c) Not applicable.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following items are included as Exhibits to this report and incorporated herein by reference:

EXHIBIT
NO. DESCRIPTION OF EXHIBIT

3.1 Amended and Restated By-laws of Community Health Systems, Inc., dated May 20, 2014


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