COMMUNITY HEALTH SYSTEMS INC
For the period ended Apr 1, 2025. Filed Apr 3, 2025.
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Apr 1, 2025 · Filed Apr 3, 2025
Contents
Proxy Summary
SUMMARY
This summary highlights information about Community Health Systems, Inc. (the “Company”, “we”, “our”, or “us”) and certain information contained elsewhere in this Proxy Statement. Our stockholders will be asked to consider and vote on the matters listed below at our 2025 Annual Meeting of Stockholders. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. In addition, for more complete information about the Company’s business and details about the Company’s 2024 performance highlights and the financial measures mentioned in this Proxy Statement, please review the Company’s Annual Report on Form 10-K filed with the SEC on February 19, 2025.
2024 FINANCIAL PERFORMANCE HIGHLIGHTS
Overall, the operating environment for the Company improved during 2024, yet remained challenging. During 2024, our patient volumes continued to increase, we made further progress in stabilizing our workforce in the face of challenging labor market conditions, and certain ongoing inflationary pressures continued to moderate. At the same time, other industry-wide challenges continued to impact the Company’s operations, such as the shift of Medicare-age patients in the Company’s communities from traditional fee-for-service to Medicare Advantage plans, which results in lower reimbursement for care, the increasing frequency of third-party payors downgrading status, denying claims, and delaying payment for services rendered, higher medical specialist fees, and adverse trends in the resolution of professional liability claims. Despite these challenges, the Company continued to make progress on many of its key strategic priorities.
During 2024, net operating revenues of $12.6 billion represented a 1.2% increase compared to the prior year. Patient volumes increased as demand continued to improve in our markets and we saw benefits from previous investments to achieve growth, increase capacity, and expand the scale of offerings in our healthcare systems. In addition, over the course of the year, the Company made progress in relation to managing labor expense, with effective recruitment efforts helping to further reduce utilization of contract labor. Additionally, ongoing execution of the Company’s margin improvement program positively impacted non-labor expenses during 2024.
In 2024, the Company continued to pursue opportunities to lower overall debt and leverage and further improve our capital structure. In June 2024, the Company refinanced a portion of its senior secured debt through a private offering of an additional $1.225 billion aggregate principal value of its outstanding 10⅞% Senior Secured Notes due 2032 and the associated redemption of $1.116 billion aggregate principal value of 8% Senior Secured Notes due 2026, extending the maturity of the refinanced debt. The Company also extinguished approximately $130 million principal value of 6⅞% Senior Notes due 2028 at a discount in a privately-negotiated transaction. Also in June 2024, the Company’s asset-based loan (ABL) credit agreement was amended and restated to, among other things, extend the maturity to June 5, 2029. Additionally, during 2024, the Company extinguished approximately $143 million principal value of its outstanding 5⅝% Senior Secured Notes due 2027 at a discount through open market repurchases utilizing cash on hand.
The Company has implemented a number of strategic initiatives designed to improve our market position, expand services to our patients, and capture a greater share of healthcare spending in our markets. These initiatives included strengthening regional networks and local market operations; expanding patient access points, health services and infrastructure; recruiting and/or employing additional primary care physicians and specialists; and developing a more consumer-centric experience and facilitating connections between episodes of care. During 2024, we saw progress in each of these areas. For example, in our efforts to strengthen our regional networks and expand infrastructure, we added new access points, including through the acquisition of ten urgent care clinics in Tucson, Arizona, the opening of two new freestanding emergency rooms, and the opening of two major campus expansion projects featuring new inpatient bed towers, emergency department and surgical services capacity in our Knoxville, Tennessee and Foley, Alabama markets.
Our consolidated results during 2024 and 2023 are reflected in the chart below.
| Performance ResultsFor the Years Ended December 31, 2024 and 2023(dollars in millions, except per share and stock price amounts) | |||
|---|---|---|---|
| Key Metrics | 2024Results | 2023Results | % Increase/(Decrease) |
| Net Operating Revenues | $12,634 | $12,490 | 1.2% |
| Net (loss) attributable to Community Health Systems, Inc. stockholders | $(516) | $(133) | (288.0)% |
| Net (loss) attributable to Community Health Systems, Inc. stockholders as a % of net operating revenues | (4.1)% | (1.1)% | |
| Adjusted EBITDA (1) | $1,540 | $1,453 | 6.0% |
| Adjusted EBITDA as a % of net operating revenues (1) | 12.2% | 11.6% | |
| Cash Flows from Operations | $480 | $210 | 128.6% |
| (Loss) per Diluted Share, as reported | $(3.90) | $(1.02) | (282.4)% |
| (Loss) per Diluted Share, excluding Adjustments (1) | $(1.03) | $(1.39) | 25.9% |
| Stock Price as of December 31 | $2.99 | $3.13 | (4.5)% |
| (1) Adjusted EBITDA and (Loss) per Diluted Share, excluding Adjustments, are non-GAAP financial measures. For a definition of these non-GAAP financial measures and why we believe these non-GAAP financial measures present useful information to investors, as well as a reconciliation of these non-GAAP financial measures to the most comparable GAAP measures, see Annex A. | |||
| Net Operating Revenues(in millions) | Earnings (Loss) perDiluted ShareAs Reported and Adjusted (1) | Adjusted EBITDA (1)(in millions) |
|---|---|---|
| Stock Price(as of December 31) | Cash Flows from Operations (in millions) | Capital Expenditures(in millions) |
(1) Earnings (loss) per diluted share, as adjusted, is a non-GAAP financial measure which reflects our reported earnings (loss) attributable to Community Health Systems, Inc. stockholders per diluted share for the periods presented adjusted for certain items as reflected on Annex A. Adjusted EBITDA is EBITDA (which is a non-GAAP financial measure that consists of net (loss) income attributable to Community Health Systems, Inc. stockholders before interest, income taxes and depreciation and amortization) adjusted for certain items as reflected on Annex A. For definitions and reconciliations of Adjusted EBITDA and (Loss) Earnings per diluted share, as adjusted, to the most comparable GAAP measures, and why we believe these non-GAAP financial measures present useful information to investors, see Annex A.
BOARD OF DIRECTORS NOMINEES
Upon the recommendation of our Governance and Nominating Committee, our Board of Directors has nominated fourteen (14) people for election at this Annual Meeting to hold office until the next annual meeting and the election of their successors. A more detailed biography of each director can be found on pages 25 to 33 of the Proxy Statement.
| Name/Experience/Occupation | DirectorSince | CommitteeMemberships |
| Susan W. Brooks Ms. Brooks is a former Congresswoman and former U.S. Attorney. Her deep knowledge of and experience in both the legislative and judicial branches of the Federal government provide our Board with valuable insight into the governmental processes and priorities that impact the heavily-regulated industry in which we operate. In addition, through her diverse experience, including advising public and privately-held companies, non-profits, educational institutions, and hospitals, she has an understanding of the healthcare industry as well as to other sectors with which our Company frequently interacts. | 2022 | Governance & Nominating |
| Lt. Gen. Ronald L. Burgess, Jr. U.S. Army (Retired) Gen. Burgess brings extensive cybersecurity knowledge and executive leadership experience to the Board. He served as the head of the U.S. Defense Intelligence Agency and as acting Principal Deputy Director of National Intelligence. In these roles he provided advice and expertise regarding national security, including cybersecurity threats, to the President of the United States, the Secretary of Defense, the Director of National Intelligence, the Chairman of the Joint Chiefs of Staff and Congressional leaders. Following his retirement from active military service, Gen. Burgess served in various roles at Auburn University, where he interfaced and coordinated with federal and state government representatives among others on cybersecurity and national security issues. | 2023 | Audit & Compliance |
| John A. Clerico Mr. Clerico is our independent Lead Director. He brings executive leadership experience to the Board. He has held the positions of chairman of the board, chief executive officer, co-chief operating officer, chief financial officer and treasurer at various points of his career. His years of service on our Board lend important continuity to financial, audit, and compliance oversight functions. He is currently chairman and a registered financial advisor of ChartMark Investments. | 2003 | Compensation |
| Michael Dinkins Mr. Dinkins brings extensive experience, having served on the board and as chief financial officer of a publicly-traded company. He provides understanding of complex financial and operational issues and strategy and risk assessment processes. In addition, Mr. Dinkins brings the perspective of the insurance industry and the medical device industry to the Board. He is currently president and chief executive officer of Dinkins Financial. | 2017 | Audit & Compliance* |
| James S. Ely III Mr. Ely’s years of experience in the financing industry and in the healthcare sector in particular, provides a needed area of expertise. He is able to assist our Board and management in evaluating financing opportunities, as he has specific experience in financing the types of indebtedness reflected on our balance sheet. Mr. Ely founded PriCap Advisors, LLC, an investment management firm, and currently serves as its chief executive officer. | 2009 | Compensation*Audit & Compliance |
| John A. Fry Mr. Fry’s experience as the president of an academic institution, service on the executive committee of the University of Pennsylvania Health System, and service on the boards of non-profit institutions, bring important perspectives to our Board. His familiarity with the issues faced by non-profit organizations assists in understanding the competitive environment. His experience in financial management, financial reporting, audit and compliance, and risk management are valuable skill sets. He is currently the President of Temple University in Philadelphia, Pennsylvania. | 2004 | Governance & Nominating*Compensation |
| Joseph A. Hastings, D.M.D. Dr. Hastings brings the perspective of a healthcare practitioner as well as previous experience as a board member of a publicly-traded company. His experience in managing a healthcare practice is similar to that of many of the Company’s affiliated physician practices, and he can provide valuable advice to the Board and management regarding trends in both medicine and the organization and operation of healthcare practices. Dr. Hastings recently retired as a private practice orthodontist in Mobile, Alabama. He has more than 40 years of healthcare experience.. | 2021 | Governance & Nominating |
| Name/Experience/Occupation | DirectorSince | CommitteeMemberships |
| Tim L. Hingtgen Mr. Hingtgen is our Chief Executive Officer. He is responsible for strategic and operational priorities and provides oversight and direction to senior corporate and regional operations leaders who directly support our health systems. He is a highly accomplished hospital operator with a track record of successfully optimizing hospital operations and developing regional healthcare networks. Prior to joining CHS in 2008, Mr. Hingtgen served as a chief executive officer and chief operating officer of hospitals affiliated with other for-profit hospital systems. | 2017 | |
| Elizabeth T. Hirsch Ms. Hirsch’s experience as an accounting and finance executive in a publicly-traded corporation provides the Board with valuable insight, including financial statement preparation, internal controls, SEC reporting, and debt financings. She also brings investor relations expertise and an understanding of the perspective of institutional investors. She is currently retired, but most recently served as vice president and controller of Praxair. | 2018 | Audit & ComplianceCompensation |
| William Norris Jennings, M.D. Dr. Jennings brings the perspective of a physician to the Board. His experience managing large physician practices, with a focus on risk and quality oversight, offers a physician’s viewpoint to the Board in these areas. He also brings practitioner insight to quality measures and reporting, electronic health records, and federal regulation of practitioner-hospital relationships. Dr. Jennings is currently retired. | 2008 | Governance & Nominating |
| K. Ranga Krishnan, MBBS Dr. Krishnan’s service as an executive and administrator at a large medical center and as the dean of two medical schools provides the Board with valuable insight about recent trends in medicine as well as experience in the management of physician practices and in maintaining compliance with the complex regulatory requirements of the hospital and healthcare industries. Dr. Krishnan is a professor of psychiatry at Rush Medical College. From 2019 to 2022, he served as chief executive officer of Rush University System for Health, where he also served as executive vice chairman and senior advisor from 2022 to 2024. | 2017 | Governance & Nominating |
| Fawn D. Lopez Ms. Lopez brings a deep understanding of the healthcare industry, combined with expertise in media, marketing and strategic relationships with key industry leaders from her many years as the publisher of Modern Healthcare and vice president of Crain Communications. Throughout her career, she has demonstrated a commitment to advancing health equity, diversity and promoting the success of women and underrepresented groups in healthcare, including through her service in advisory roles for educational institutions, privately-held companies, and non-profit organizations. | 2024 | Governance & Nominating |
| Wayne T. Smith Mr. Smith is the Chairman of the Board of Directors. At the time of his retirement as an executive of the Company, he was one of the most tenured executives in the healthcare industry and had led the Company to become one of the largest publicly-traded providers of healthcare services in the nation. He is the past-chair of the board of the Federation of American Hospitals, past-chair and former board member of both the Nashville Area Chamber of Commerce and Nashville Health Care Council and serves on the board of trustees of Auburn University. | 1997 | Chairman of the Board of Directors |
| H. James Williams, Ph.D. Dr. Williams’ educational background and extensive teaching experience provides accounting expertise to the Board. Additionally, his diverse experience, including serving as president of academic institutions and service on the boards of a number of non-profit institutions and a bank, bring a unique perspective to the Board. Dr. Williams currently serves as president of Mount St. Joseph University in Cincinnati, Ohio. Prior to that, he served as president of Fisk University in Nashville, Tennessee. | 2015 | Audit & Compliance |
| * Committee Chair |
BOARD OF DIRECTORS NOMINEES’ CORE SKILLS AND EXPERIENCE
The following table highlights certain core skills and experiences of our director nominees in addition to those described in the biographies outlined above and beginning on page 25 of this proxy statement.
CORPORATE GOVERNANCE HIGHLIGHTS
| • Annual election of all directors• Directors elected by majority vote• Resignation policy for directors who do not receive more votes “for” than “against” their election• Proxy access• Independent directors comprise super-majority of the Board• All Board Committees consist solely of independent directors• Board includes six current members who are diverse based on gender or race/ethnicity• Non-management directors meet regularly in executive sessions and independent directors meet in executive session at least annually. | • Robust Independent Lead Director role• Separate Board Chair and Chief Executive Officer• Comprehensive Code of Conduct and Corporate Governance Guidelines, which are reviewed annually• Written charters for all Board Committees, which are reviewed annually• Limits on the number of other public company boards on which our directors may serve• Risk oversight by full Board and Board Committees• Equity ownership guidelines for directors and executive officers aligned with industry standards• Policy prohibiting pledging and hedging of our stock• Strong compliance program | • Approximately 99% Board and Board Committee meeting attendance in 2024• Annual Board and Board Committee self-evaluations• Board participation in executive succession planning sessions• Compensation “clawback” policy broader than NYSE requirements• Strong pay-for-performance philosophy• Longstanding commitment to corporate responsibility and sustainability• Robust stockholder engagement• One class of voting shares outstanding• No supermajority stockholder voting requirements in our certificate of incorporation or bylaws |
|---|
STOCKHOLDER ENGAGEMENT
We value our stockholders’ perspective on our business and each year we interact with stockholders through a variety of stockholder engagement activities. In 2024, our key stockholder engagement activities included in-person or virtual attendance at seven investor conferences, three large group investor and prospective investor meetings at our corporate offices, and our 2024 Annual Meeting of Stockholders, among other activities. Our Investor Relations department is the contact point for stockholder interaction with the Company. Stockholders may also access investor information about the Company through our website (www.chs.net/investor-relations/). Please note that the information on our website (whether referenced here or elsewhere in this Proxy Statement) is not incorporated by reference into this Proxy Statement. For questions concerning Investor Relations, you may call (615) 465-7000 or email us from the Contact Us section on our website (www.chs.net/contact-us/).
ALIGNING PAY AND PERFORMANCE
2024 Executive Compensation
At our 2024 Annual Meeting of Stockholders, approximately 97% of the votes cast by our stockholders, excluding broker non-votes, were voted in favor of the Company’s advisory Say-on-Pay proposal with respect to the compensation of our named executive officers as described in our 2024 Proxy Statement. As our Compensation Committee has continued to review our compensation practices, it is mindful of the level of support received from our stockholders with respect to this Say-on-Pay proposal.
As a leading operator of general acute care hospitals and outpatient facilities within the healthcare industry, one of the nation’s largest and most dynamic industries, the Company must ensure that it attracts and retains the leadership and managerial talent needed to sustain its position in this rapidly changing industry. To remain competitive in the Company’s financial, capital and business markets, the Company views improving earnings and profitability as well as achieving growth as paramount objectives of the Company’s strategy. We believe these strategic objectives are fundamental points of alignment between stockholder value and the compensation of executive management.
Despite ongoing challenges in the operating environment in 2024, the Company had a higher level of achievement in 2024 compared to 2023 with respect to the performance metrics in our short-term cash incentive program, and continued to make progress on many of its key strategic goals, which we believe will result in a stronger organization as we progress into 2025 and beyond. This progress included increasing volumes across key services, continuing to expand access points, successfully managing non-labor expenses despite certain ongoing inflationary pressures, producing strong provider recruitment results, continuing to opportunistically insource previously outsourced medical specialists, achieving further reductions in contract labor expenses, expanding and implementing additional programs to support and monitor patient safety and quality of care, and continuing to advance the Company’s workforce diversity and competency objectives. To further improve operating efficiency, the Company continued the execution of its margin improvement program, which contributed to additional cost savings during the year. During 2024, the Company also substantially completed implementation of its new enterprise resource planning (ERP) system and expansion of shared business operations to redesign and consolidate key business functions. Consistent with the Company’s pay-for-performance philosophy, taking these factors into account, our Chief Executive Officer received 108% of his target cash incentive award for 2024 (as compared to 72% of his target cash incentive award during 2023).
Our long-term incentive (“LTI”) mix further aligns our executive compensation program with stockholder interests by virtue of the fact that 75% of the target LTI awards (based on the number of shares subject to such awards) granted to each of our named executive officers during 2024 was in the form of performance-based restricted stock or non-qualified stock options, which will result in value to the named executive officers only to the extent the Company achieves its long-term performance goals and/or our stock price increases in the future.
With respect to the performance-based restricted stock awards granted to our named executive officers in March 2022, which vested on the third anniversary of the grant date based on the Company’s three-year cumulative financial results during the 2022-2024 performance period, the Company achieved less than 80% of the target for the Cumulative Consolidated Adjusted EBITDA Growth three-year performance objective (i.e., below threshold) and 84.5% of the target for the Cumulative Same-Store Net Revenue Growth three-year performance objective underlying these awards, which targets were set in February 2022. In addition, the Company’s three-year TSR Percentile Rank (which was an additional performance objective for the Chief Executive Officer and Chief Financial Officer) was below the 25 th percentile of the Company’s TSR peer group. As a result, the performance-based restricted stock awards granted to our
Chief Executive Officer and Chief Financial Officer in March 2022 were earned at 16.8% of the target number of shares originally granted, and the performance based restricted stock awards to the other named executive officers were earned at 21% of the target number of shares originally granted.
We conduct year-round proactive stockholder interaction and are committed to a continuing dialogue between stockholders and the Company to fully understand and consider stockholder perspectives on executive compensation and other topics that are important to our stockholders. In addition to our SEC filings, press releases, Community Impact Report, Sustainability Report, and company website, we also communicate with stakeholders through earnings calls, investor conferences and other meetings. In addition, during 2024, we met or consulted with stockholders that held over 50% of our shares outstanding at that time to discuss topics that are important to our stockholders, including soliciting feedback on corporate governance matters and our executive compensation program. Our Compensation Committee considers the feedback and suggestions we receive in light of both market best practices and what we believe to be necessary to execute a best-in-class compensation program that successfully addresses our senior executive talent attraction and retention needs.
Going forward, we will continue to evaluate our executive compensation program in light of stockholder feedback, governance best practices, regulatory requirements, economic and industry factors, current trends in public company pay practices, and competitive considerations. We intend to continue to make changes, as applicable, that both ensure the alignment between the interests of our stockholders and our executives and reflect industry-leading executive compensation programs.
2024 COMPENSATION PROGRAM
The Company’s executive compensation philosophy is to develop and utilize a combination of compensation elements that reward current period performance, continued service, and attainment of future goals, and is designed to encourage the retention of executive talent. The key elements of executive compensation are linked either directly or indirectly to enhancing stockholder value. Attainment of annual cash incentive compensation and performance-based restricted stock requires achievement of challenging goals and incentive compensation for above-target performance is capped. The Company continues to develop its compensation policies, programs, and disclosures to provide transparency and accountability to all of its stakeholders.
| ELEMENT | PURPOSE | KEY CHARACTERISTICS |
|---|---|---|
| BASE SALARY | Reflects responsibility, leadership, tenure, qualifications and contribution to the Company and the competitive marketplace for our industry. | Fixed compensation that is reviewed annually and adjusted if and when appropriate. |
| EMPLOYEE PERFORMANCE INCENTIVE PLAN | Motivates executives to achieve our short-term business objectives that drive long-term benefit. | “At Risk” annual cash awards based on performance compared to multiple pre-established short-term financial goals and non-financial strategic and operational performance improvement goals. |
| LONG-TERM INCENTIVE AWARDS | Motivates executives to achieve our business objectives by tying incentives to the performance of our Common Stock over the long term; links the interest of our executives and stockholders; serves as a retention tool | For 2024, consistent with recent years, a total of 75% of the target annual LTI award granted to each of our Named Executive Officers was in the form of (i) performance-based restricted stock, which will result in value to the Named Executive Officer only to the extent the Company achieves its long-term performance goals, and (ii) non-qualified stock options, which will result in value to the Named Executive Officer only if the Company’s stock price increases in the future. The other 25% of the target annual LTI awards (based on the number of shares subject to such awards) granted to each Named Executive Officer was allocated to time-based restricted stock which vests in one-third increments on each of the first three anniversaries of the grant date. The ultimate value realized for long-term incentive awards varies based on our performance against pre-determined incentive metrics and with the price of our Common Stock. |
| RETIREMENT AND DEFERRED COMPENSATION | Encourages retention and rewards continued service through our executives’ most productive years. | Supplemental benefit after retirement that is based on years of service and annual retirement benefit. |
| OTHER BENEFITS | Provides benefits that promote employee health and work-life balance, which assist in attracting and retaining our executives. | Other benefits consist of health and welfare plans and minimal perquisites. |
Our Compensation Target Pay Mix
We believe that at risk compensation focuses our management on achieving our key financial, strategic and business goals. For fiscal 2024, approximately 80% of the Chief Executive Officer’s target direct compensation value and approximately 64% of our other named executive officers’ average target direct compensation value was at risk in the form of short-term cash incentive awards and long-term incentives. Actual amounts realized for these programs are dependent upon our annual or longer-term performance and, in the case of such stock awards, subject to fluctuations in our stock price. The following graph depicts the “target pay mix” for our named executive officers in 2024, reflecting the base salary, target short-term cash incentive opportunity and grant date fair value of our annual equity grants made in 2024.
ROADMAP OF VOTING ITEMS
| VOTING ITEM | BOARDRECOMMENDATION | PAGEREFERENCE |
|---|---|---|
| PROPOSAL 1. ELECTION OF DIRECTORSWe are asking stockholders to vote on each director nominee to our Board. The Board and the Governance and Nominating Committee believe that the director nominees have the qualifications, experience and skills necessary to represent our stockholders’ interests through service on the Board. | FOReach nominee | 41 |
| PROPOSAL 2. ADVISORY VOTE ON EXECUTIVE COMPENSATIONThe Company has designed its executive compensation program with a mix of compensation elements with the purpose of generating a compensation package that is competitive with an appropriate peer group, provides for the attainment of performance and growth objectives through annual target incentive cash compensation and long-term incentive awards of equity-based compensation, aligns the interests of executive management with stockholders, and retains and attracts valuable executive talent. We are submitting to our stockholders a nonbinding advisory vote to enable them to express their views with respect to the compensation of our named executive officers as described in this Proxy Statement. The Board values stockholders’ opinions and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. | FOR | 42 |
| PROPOSAL 3. APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMMUNITY HEALTH SYSTEMS, INC. 2009 STOCK OPTION AND AWARD PLAN, WHICH WAS APPROVED BY THE BOARD OF DIRECTORS ON MARCH 12, 2025, SUBJECT TO STOCKHOLDER APPROVAL.The Board of Directors proposes that the stockholders approve the amendment and restatement of the Community Health Systems, Inc. 2009 Stock Option and Award Plan, as previously amended and restated, which was approved by the Board on March 12, 2025, subject to stockholder approval at this Annual Meeting. The amendment and restatement of this plan would increase the number of shares available for future grants by 7,000,000 shares. | FOR | 91 |
| PROPOSAL 4. APPROVAL OF THE AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF COMMUNITY HEALTH SYSTEMS, INC.The Board of Directors proposes that the stockholders approve the amendment to the Restated Certificate of Incorporation of Community Health Systems, Inc. The amendment would permit the exculpation of specified officers of the Company, subject to certain exceptions specified in the Delaware General Corporation Law. | FOR | 107 |
| PROPOSAL 5. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Audit and Compliance Committee has appointed Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The Audit and Compliance Committee believes that the continued retention of Deloitte & Touche LLP to serve as the independent registered public accounting firm is in the best interests of the Company and its stockholders. Stockholders are being asked to ratify the Audit and Compliance Committee’s selection of Deloitte & Touche LLP. | FOR | 110 |
ANNUAL MEETING OF STOCKHOLDERS
OF
Franklin, Tennessee 37067
PROXY STATEMENT
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON MAY 13, 2025: THIS PROXY STATEMENT, THE FORM OF PROXY CARD AND THE 2025 ANNUAL Report TO STOCKHOLDERS ARE AVAILABLE ATWWW.CHS.NET. ADDITIONALLY, AND IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION (“SEC”) RULES, YOU MAY ACCESS OUR PROXY MATERIALS AT WWW.PROXYVOTE.COM.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.