Community Health Systems Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Approval of Amended and Restated 2009 Stock Option and Award Plan

At the Annual Meeting of the Stockholders (the “Annual Meeting”) of Community Health Systems, Inc. (the “Company”) held on May 13, 2025, the Company’s stockholders approved the amendment and restatement of the Company’s 2009 Stock Option and Award Plan, as approved by the Company’s Board of Directors on March 12, 2025, subject to stockholder approval at the Annual Meeting (the “Plan”). The results of the stockholder vote on the Plan are set forth further below under Item 5.07 of this Current Report on Form 8-K.

A description of the Plan was included as part of Proposal 3 in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 3, 2025 (the “Proxy Statement”) and is incorporated herein by reference. Such description is qualified in its entirety by reference to the text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Changes in Roles of Regional Presidents

As a result of changes in the organizational structure of the Company’s leadership team and its impact on the role and responsibilities of the Company’s Regional Presidents, the Regional Presidents, including Chad A. Campbell, who was one of the Company’s named executive officers as reflected in the Proxy Statement, have ceased to be designated as “executive officers” of the Company as defined in Exchange Act Rule 3b-7, effective May 13, 2025 (but will continue to serve in the position of Regional President for the Company).

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

At the Annual Meeting, the Company’s stockholders approved the amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”), providing for the exculpation of certain officers of the Company as permitted by the Delaware General Corporation Law. The results of the stockholder vote on the Certificate of Amendment are set forth further below under Item 5.07 of this Current Report on Form 8-K. The Certificate of Amendment became effective upon its filing with the Delaware Secretary of State on May 13, 2025, following the Annual Meeting.

A description of the Certificate of Amendment was included as part of Proposal 4 in the Company’s Proxy Statement and is incorporated herein by reference. The foregoing summary of the Certificate of Amendment is qualified in its entirety by the text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

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

At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described more fully in the Company’s Proxy Statement for the Annual Meeting. The following describes the matters that were submitted to the vote of the stockholders of the Company at the Annual Meeting and the result of the votes on these matters:

(1) The stockholders elected each of the following persons as directors of the Company for terms that expire at the 2026 annual meeting of stockholders of the Company and until their respective successors have been elected and have qualified:

(2) The stockholders approved the advisory resolution regarding the Company’s executive compensation:

(3) The stockholders approved the amendment and restatement of the Company’s 2009 Stock Option and Award Plan, as approved by the Company’s Board of Directors as of March 12, 2025, subject to stockholder approval at the Annual Meeting:

(4) The stockholders approved the Certificate of Amendment to the Company’s Restated Certificate of Incorporation to provide for the exculpation of certain officers of the Company as permitted by the Delaware General Corporation Law:

(5) The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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.