DaVita Inc. Files 8-K Report

TL;DR

DaVita filed an 8-K, mostly procedural stuff, no major news yet.

AI Summary

On September 5, 2024, DaVita Inc. filed an 8-K report. The filing primarily concerns amendments to its Articles of Incorporation or Bylaws, other events, and financial statements and exhibits. No specific financial figures or significant operational changes were detailed in the provided excerpt.

Why It Matters

This filing indicates routine corporate updates and potential amendments to governing documents, which could impact the company's legal structure or operational framework.

Risk Assessment

Risk Level: low — The filing appears to be routine corporate housekeeping and does not disclose any immediate material risks or significant operational changes.

Key Players & Entities

• DAVITA INC. (company) — Registrant
• 0000927066-24-000162 (other) — Accession Number
• September 5, 2024 (date) — Date of Report
• 2000 16th Street Denver, CO 80202 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — nge on which registered: Common Stock, $0.001 par value DVA New York Stock Exchange
• $2,000,000,000 — 's existing share repurchase program by $2,000,000,000 in additional repurchasing authority (t

Filing Documents

• dva-20240905.htm (8-K) — 34KB
• ex31-dvaamendedandrestated.htm (EX-3.1) — 292KB
• 0000927066-24-000162.txt ( ) — 507KB
• dva-20240905.xsd (EX-101.SCH) — 2KB
• dva-20240905_lab.xml (EX-101.LAB) — 22KB
• dva-20240905_pre.xml (EX-101.PRE) — 13KB
• dva-20240905_htm.xml (XML) — 3KB

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On September 5, 2024, the board of directors (the "Board") of DaVita Inc. (the "Company") adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the "Amended and Restated Bylaws"), effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws (i) revise procedural mechanics and disclosure requirements applicable to stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including to define certain terms and to clarify or limit the scope of disclosures required regarding proposing stockholders, proposed nominees, and other related persons, (ii) update procedures relating to meetings of stockholders and related rules, regulations and procedures, (iii) update the mechanics for providing notice of a stockholder meeting, (iv) clarify the power and authority of the Chair of the Board, (v) clarify that the Chief Executive Officer may appoint Company Officers as the Board may deem appropriate, and (vi) make certain other ministerial changes. The foregoing summary of the amendments effected by the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

01. Other Events

Item 8.01. Other Events. On September 5, 2024, the Company's Board increased the authorization under the Company's existing share repurchase program by $2,000,000,000 in additional repurchasing authority (the "New Authorization"). The amount of shares of common stock authorized to be repurchased under the New Authorization does not include the amount remaining under the Company's existing share repurchase program authorized on December 17, 2021 (the "Existing Authorization"). The Existing Authorization and the New Authorization do not have an expiration date and do not obligate the Company to purchase any shares. Repurchases under the New Authorization and the Existing Authorization may take place in the open market or in privately negotiated transactions, including without limitation, pursuant to the Company's share repurchase agreement, dated as of April 30, 2024 with Berkshire Hathaway Inc. (the "Berkshire Share Repurchase Agreement"), on behalf of itself and its affiliates, through accelerated share repurchase transactions, derivative transactions, tender offers, Rule 10b5-1 plans or any combination of the foregoing. There can be no assurance as to the precise number of shares that will be repurchased under the Existing Authorization or the New Authorization, the aggregate dollar amount of the shares purchased, or the ultimate disposition of the shares purchased (re-issued, retained in treasury and/or retired). Depending on market conditions, regulatory, legal and contractual requirements and other factors, repurchases may be made at any time or from time to time, without prior notice. The Company may suspend or discontinue the Existing Authorization and/or the New Authorization, or increase or decrease the amount of shares authorized to be repurchased thereunder, at any time. The Company remains subject to certain share repurchase limitations, including under the terms of its current senior secured credit facilities.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. All such statements in this report, other than statements of historical fact, are forward-looking statements. Words such as "expect," "intend," "will," "plan," "anticipate," "may," "believe," "continue," and similar expressions are intended to identify forward-looking statements. The Company bases its forward-looking statements on information available to it on the date of this report, and undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of changed circumstances, new information, future events or otherwise, except as may otherwise be required by law. Actual results and other events could differ materially from any forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the risk factors set forth in the Company's reports on Form 10-K and Form 10-Q and the other risks and uncertainties discussed in any subsequent reports that the Company files with the Securities and Exchange Commission from time to time.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Amended and Restated Bylaws of DaVita Inc., adopted on September 5, 2024 104.0 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DAVITA INC. Date: September 5, 2024 By: /s/ Joel Ackerman Joel Ackerman Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR