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
May 20, 2010 (May 18, 2010)
Date of Report (date of earliest event reported)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-15925
(Commission File Number)
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13-3893191
(I.R.S. Employer
Identification No.)
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4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of principal executive offices)
Registrant’s telephone number, including area code: (615) 465-7000
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (l7 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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(a) The 2010 annual meeting of stockholders of Community Health Systems, Inc., (the “Company”) was
held on May 18, 2010.
(b) The following describes the matters that were submitted to the vote of the stockholders of the
Company at the 2010 annual meeting of stockholders and the result of the votes on these matters:
(1) The stockholders approved an amendment of the Restated Certificate of Incorporation of the
Company that had been previously approved by the Board of Directors of the Company (the
“Amendment”) to provide for the declassification of the Board of Directors. Commencing with the
2010 annual meeting of stockholders, persons who are elected (or re-elected) as directors of the
Company will be elected to terms that expire at the next annual meeting of stockholders and until
their respective successors have been elected and have qualified. The Certificate of Amendment to
the Restated Certificate of Incorporation of Community Health Systems, Inc. which sets forth the
Amendment is attached as Exhibit 3.2 hereto, with the pre-Amendment Restated Certificate of
Incorporation incorporated by reference as Exhibit 3.1 hereto. The results of this proposal to approve the
Amendment were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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85,966,753
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20,507
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14,618
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0
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(2) The stockholders approved the election of the following persons as directors of the Company for
terms that expire at the 2011 annual meeting of stockholders of the Company and until their
respective successors have been elected and have qualified:
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Name
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For
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Against
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Abstain
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Broker Non-Votes
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(a) W. Larry Cash
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78,963,247
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4,512,549
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7,918
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2,518,164
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(b) H. Mitchell Watson, Jr.
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81,925,633
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1,549,328
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8,753
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2,518,164
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Harvey Klein, M.D., whose term as a director expired at the 2010 annual meeting of stockholders,
did not stand for re-election. The terms of office of the remaining directors of the Company, John
A. Clerico, James S. Ely III, John A. Fry, William Norris Jennings, M.D., Julia B. North, and Wayne
T. Smith, continued after the 2010 annual meeting of stockholders for the periods specified at the
time of their election as directors.
(3) The Board of Directors appointment of Deloitte & Touche, LLP, as the Company’s independent
registered public accountants for 2010, was ratified by the affirmative votes of the stockholders:
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For
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Against
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Abstain
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Broker Non-Votes
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85,526,384
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461,146
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14,348
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0
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(c) Not applicable
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Item 9.01
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Financial Statements and Exhibits
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No.
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Description
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3.1
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Form of Restated Certificate of Incorporation of Community Health Systems, Inc. (incorporated
by reference to Exhibit 3.1 to Amendment No. 4 to Community Health Systems, Inc.’s
Registration State on Form S-1/A filed June 8, 2000 (No. 333-31790))
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3.2
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Certificate of Amendment to the Restated Certificate of Incorporation of Community Health
Systems, Inc., dated May 18, 2010
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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 thereunto duly authorized.
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Date: May 20, 2010
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COMMUNITY HEALTH SYSTEMS, INC.
(Registrant)
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By:
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/s/ Wayne T. Smith
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Wayne T. Smith
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Chairman of the Board,
President and Chief Executive Officer
(principal executive officer)
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By:
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/s/ W. Larry Cash
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W. Larry Cash
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Executive Vice President, Chief Financial
Officer and Director
(principal financial officer)
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Exhibit 3.2
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State of Delaware
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Secretary of State
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Division of Corporations
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Delivered 10:19 AM 05/18/2010
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FILED 10:17 AM 05/18/2010
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SRV 100521603 — 2631063 FILE
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CERTIFICATE OF AMENDMENT TO
THE RESTATED CERTIFICATE OF INCORPORATION OF
COMMUNITY HEALTH SYSTEMS, INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
Community Health Systems, Inc., a corporation duly organized and existing under the General
Corporation Law of the State of Delaware (the “
Corporation
”), does hereby certify as
follows:
1. Paragraphs B, C, D and E of Article FIFTH of the Restated Certificate of Incorporation of
the Corporation are hereby amended and restated in their entirety to read as follows:
B. ELECTION AND TERMS OF DIRECTORS. Commencing at the annual meeting of
stockholders in calendar year 2010 (the “2010 Annual Meeting”), the directors, other
than those who may be elected by the holders of any series of Preferred Stock under
specified circumstances, shall be elected annually for a term of office of one year,
except that any director in office at the 2010 Annual Meeting whose term expires at
the annual meeting of stockholders in calendar year 2011 or calendar year 2012 shall
continue to hold office until the end of the term for which such director was
elected and until such director’s successor shall have been elected and qualified.
At each annual meeting of stockholders beginning in 2012, all directors shall be
elected for a term of office to expire at the next succeeding annual meeting of
stockholders after their election, and shall continue to hold office until their
respective successors are elected and qualified.
C. NEWLY-CREATED DIRECTORSHIPS AND VACANCIES. Subject to the rights of the
holders of any series of Preferred Stock then outstanding, newly created
directorships resulting from any increase in the number of directors or any
vacancies in the Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office or any other cause shall, unless otherwise
provided by law or by resolution of the Board of Directors, be filled only by a
majority vote of the directors then in office, even if less than a quorum is then in
office, or by the sole remaining director, and shall not be filled by stockholders.
Directors elected to fill a newly created directorship or other vacancies shall hold
office for the remainder of the full term and until such director’s successor has
been elected and has qualified.
D. REMOVAL OF DIRECTORS. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any director elected prior to the 2010 Annual
Meeting or any director appointed to fill a vacancy of any director elected prior to
the 2010 Annual Meeting may be removed from office at any time, but only for cause,
and any other director may be removed from office at any time, with or without
cause, in each case at a meeting called for that purpose and only by the affirmative
vote of the holders of at least a majority of the voting power of all issued and
outstanding shares of capital stock of the Corporation entitled to vote generally in
the election of directors, voting together as a single class.
E. RIGHTS OF HOLDERS OF PREFERRED STOCK. Notwithstanding the foregoing provisions
of this Article FIFTH, whenever the holders of any one or more series of Preferred
Stock issued by the Corporation shall have the right, voting separately by series,
to elect directors at an annual or special meeting of stockholders, the election,
term of office, filling of vacancies and other features of such directorships shall
be governed by the rights and preferences of such Preferred Stock as set forth in
this Restated Certificate of Incorporation or in the resolution or resolutions of
the Board of Directors relating to the issuance of such Preferred Stock.
2. This amendment to the Restated Certificate of Incorporation of the Corporation was duly
adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
* * * * *
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the
Certificate of Incorporation to be executed and acknowledged by its duly authorized officer this
18th day of May, 2010.
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Community Health Systems, Inc.
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By:
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/s/ Rachel A. Seifert
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Name:
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Rachel A. Seifert
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Title:
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Executive Vice President,
Secretary and General Counsel
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