Community Health Systems Inc. Files Definitive Proxy Statement

TL;DR

<b>Community Health Systems Inc. filed its Definitive Proxy Statement detailing executive compensation and financial data for the fiscal year 2023.</b>

AI Summary

COMMUNITY HEALTH SYSTEMS INC (CYH) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. Filing is a Definitive Proxy Statement (DEF 14A) filed on March 28, 2024. The report covers the period ending May 7, 2024. Company's fiscal year ends on December 31. Includes executive compensation details for Tim Hingtgen, a member. Details stock and option award values, pension plan costs, and defined benefit plan changes for 2023 and 2022.

Why It Matters

For investors and stakeholders tracking COMMUNITY HEALTH SYSTEMS INC, this filing contains several important signals. This filing provides crucial information for shareholders regarding executive compensation, stock awards, and pension plan performance, enabling informed voting decisions. The detailed breakdown of compensation components and financial metrics allows investors to assess management's alignment with shareholder interests and the company's financial health.

Risk Assessment

Risk Level: low — COMMUNITY HEALTH SYSTEMS INC shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or strategic changes that would significantly alter the risk profile.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions.

Executive Compensation

Key Numbers

• 2023-12-31 — Fiscal Year End (Company's fiscal year end date)
• 2023-01-01 — Reporting Period Start (Start date for compensation and financial data)
• 2023-12-31 — Reporting Period End (End date for compensation and financial data)
• 2022-01-01 — Prior Year Period Start (Start date for prior year compensation and financial data)
• 2022-12-31 — Prior Year Period End (End date for prior year compensation and financial data)

Key Players & Entities

• COMMUNITY HEALTH SYSTEMS INC (company) — Filer name
• Tim Hingtgen (person) — Executive compensation details
• DEF 14A (document) — Filing type
• 2024-03-28 (date) — Filing date
• 2024-05-07 (date) — Period of report
• 4000 MERIDIAN BOULEVARD (address) — Business address
• FRANKLIN (location) — Business address city
• TN (location) — Business address state

FAQ

Industry Context

Community Health Systems Inc. operates as a healthcare provider, primarily managing hospitals. This filing relates to corporate governance and executive compensation within the healthcare services industry.

Regulatory Implications

This filing is a standard DEF 14A, a type of SEC filing required for companies soliciting proxies from shareholders for annual or special meetings.

What Investors Should Do

1. Review executive compensation packages for named executives.
2. Analyze stock and option award details for potential shareholder value impact.
3. Understand changes in pension and defined benefit plans for long-term financial health assessment.

Key Dates

• 2024-03-28: Filing Date — Definitive Proxy Statement filed
• 2024-05-07: Meeting Date — Date as of which the report is effective

Year-Over-Year Comparison

This is a DEF 14A filing, which typically provides information on executive compensation and corporate governance, rather than detailed financial performance updates compared to previous filings.

Key Financial Figures

• $12.5 billion — During 2023, net operating revenues of $12.5 billion represented a 2.3% increase compared to
• $1.0 billion — ured debt through a private offering of $1.0 billion aggregate principal amount of 10 7 8 %
• $985 million — s due 2032 and associated redemption of $985 million aggregate principal value of 8% Senior
• $402 million — y repurchased and retired approximately $402 million principal amount of its outstanding not
• $12,490 — e/ (Decrease) Net Operating Revenues $12,490 $12,211 2.3% Net (loss) income at
• $12,211 — ase) Net Operating Revenues $12,490 $12,211 2.3% Net (loss) income attributable
• $46 — th Systems, Inc. stockholders $(133) $46 (389.1)% Net (loss) income attribut
• $1,454 — s -1.1% 0.4% Adjusted EBITDA (1) $1,454 $1,466 (0.9)% Adjusted EBITDA as
• $1,466 — 0.4% Adjusted EBITDA (1) $1,454 $1,466 (0.9)% Adjusted EBITDA as a % of ne
• $210 — % 12.0% Cash Flows from Operations $210 $300 (30.0)% (loss) Earnings per
• $300 — 0% Cash Flows from Operations $210 $300 (30.0)% (loss) Earnings per Diluted
• $0.35 — r Diluted Share, as reported $(1.02) $0.35 (391.4)% (loss) Earnings per Dilute
• $3.13 — (0.7)% Stock Price as of December 31 $3.13 $4.32 (27.5)% (1) Adjusted EBITDA
• $4.32 — Stock Price as of December 31 $3.13 $4.32 (27.5)% (1) Adjusted EBITDA and (Lo

Filing Documents

• d503245ddef14a.htm (DEF 14A) — 1517KB
• g503245g01j11.jpg (GRAPHIC) — 251KB
• g503245g02g02.jpg (GRAPHIC) — 1190KB
• g503245g02p22.jpg (GRAPHIC) — 200KB
• g503245g08g08.jpg (GRAPHIC) — 170KB
• g503245g09g01.jpg (GRAPHIC) — 24KB
• g503245g09g02.jpg (GRAPHIC) — 24KB
• g503245g09g03.jpg (GRAPHIC) — 25KB
• g503245g09g04.jpg (GRAPHIC) — 25KB
• g503245g09g05.jpg (GRAPHIC) — 24KB
• g503245g09g06.jpg (GRAPHIC) — 24KB
• g503245g09g07.jpg (GRAPHIC) — 24KB
• g503245g09g08.jpg (GRAPHIC) — 25KB
• g503245g09g09.jpg (GRAPHIC) — 24KB
• g503245g09g10.jpg (GRAPHIC) — 25KB
• g503245g09g11.jpg (GRAPHIC) — 25KB
• g503245g09g12.jpg (GRAPHIC) — 25KB
• g503245g09g13.jpg (GRAPHIC) — 25KB
• g503245g09g14.jpg (GRAPHIC) — 25KB
• g503245g11g11.jpg (GRAPHIC) — 64KB
• g503245g12t52.jpg (GRAPHIC) — 26KB
• g503245g16g16.jpg (GRAPHIC) — 81KB
• g503245g34g02.jpg (GRAPHIC) — 68KB
• g503245g34g34.jpg (GRAPHIC) — 67KB
• g503245g36j69.jpg (GRAPHIC) — 16KB
• g503245g36s31.jpg (GRAPHIC) — 20KB
• g503245g38q20.jpg (GRAPHIC) — 24KB
• g503245g56g02.jpg (GRAPHIC) — 90KB
• g503245g56g56.jpg (GRAPHIC) — 88KB
• g503245g85x05.jpg (GRAPHIC) — 27KB
• g503245g88g02.jpg (GRAPHIC) — 104KB
• g503245g88g88.jpg (GRAPHIC) — 56KB
• g503245g89g89.jpg (GRAPHIC) — 110KB
• g503245g99q09.jpg (GRAPHIC) — 18KB
• g503245g99w43.jpg (GRAPHIC) — 20KB
• 0001193125-24-080702.txt (&nbsp;) — 9265KB
• cyh-20231231.xsd (EX-101.SCH) — 5KB
• cyh-20231231_def.xml (EX-101.DEF) — 6KB
• cyh-20231231_lab.xml (EX-101.LAB) — 8KB
• cyh-20231231_pre.xml (EX-101.PRE) — 5KB
• d503245ddef14a_htm.xml (XML) — 192KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 33 Relationships and Certain Transactions between the Company and its Officers, Directors and 5% Beneficial Owners and their Family Members 36 Compensation Committee Interlocks and Insider Participation 37 Information About Our Executive Officers 38 Proposal 1 — Election of Directors 41 Proposal 2 — Advisory Vote on Executive Compensation 42

Executive Compensation

Executive Compensation 44 Compensation Discussion and Analysis 44 Compensation Committee Report 68 Summary Compensation Table 69 Grants of Plan-Based Awards 71 Outstanding Equity Awards at Fiscal Year End 73 Option Exercises and Stock Vested 74 Pension Benefits 75 Non-Qualified Deferred Compensation 75 Potential Payments upon Termination or Change in Control 77 CEO Pay Ratio 81 Pay Versus Performance 83 Proposal 3 — Ratification of the Appointment of Independent Registered Public Accounting Firm 87 Miscellaneous 89 Annex A — Non-GAAP Financial Measures A-1

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that involve risk and uncertainties. All statements in this Proxy Statement other than statements of historical fact, including statements regarding projections, expected operating results, and other events that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "thinks," and similar expressions, are forward-looking statements. Although the Company believes that these forward-looking statements are based on reasonable assumptions, these assumptions are inherently subject to significant economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately and may be beyond the control of the Company. Accordingly, the Company cannot give any assurance that its expectations will in fact occur and cautions that actual results may differ materially from those in the forward-looking statements. A number of factors could affect the future results of the Company or the healthcare industry generally and could cause the Company's expected results to differ materially from those expressed in this Proxy Statement. These factors including, without limitation, the risks and uncertainties disclosed in our public filings with the Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise. SUMMARY This summary highlights information about Community Health Systems, Inc. (the "Company", "we", "our", or "us") and

View Full Filing

View this DEF 14A filing on SEC EDGAR