COMMUNITY HEALTH SYSTEMS INC

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 2024 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 2023 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 Securities and Exchange Commission on February 21, 2024.

2023 FINANCIAL PERFORMANCE HIGHLIGHTS

Overall, during 2023, we, like many healthcare providers, experienced an improved, yet still challenging, operating environment as our patient volumes continued to increase, we made progress in our efforts to stabilize our workforce in the face of challenging labor market conditions, and certain inflationary pressures began to moderate. Meanwhile, other challenges continued to impact our business, such as higher medical specialist fees, adverse trends in the resolution of professional liability claims, the shift of Medicare-age patients in the Company’s communities from traditionalfee-for-service to Medicare Advantage plans, which results in lower reimbursement for care, and the increasing frequency of third-party payors downgrading status, denying claims, and delaying payment for services rendered. Despite these challenges, the Company continued to make progress on many of its key strategic priorities.

During 2023, net operating revenues of $12.5 billion represented a 2.3% increase compared to the prior year. Patient volumes increased during 2023 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, during 2023, the Company made meaningful progress in relation to managing its labor expense as the year progressed through effective recruitment efforts that helped significantly reduce contract labor utilization. Additionally, the Company’s ongoing execution of its margin improvement program positively impacted ournon-labor expenses.

In 2023, the Company continued to pursue opportunities to lower overall debt and leverage to improve our capital structure. In December 2023, the Company refinanced a portion of its senior secured debt through a private offering of $1.0 billion aggregate principal amount of 107⁄8% Senior Secured Notes due 2032 and associated redemption of $985 million aggregate principal value of 8% Senior Secured Notes due 2026, extending the maturity of the refinanced debt. Also, during 2023, the Company repurchased and retired approximately $402 million principal amount of its outstanding notes at a discount through a combination of open market and privately negotiated repurchases which will reduce the Company’s annual cash interest.

To position the Company for long-term success, we have designed four organizational priorities. During 2023, we saw results from each of these areas. The first is Accelerate Growth, which includes strategic capital investments to enable volume gains and increase our potential for long-term growth. This focus helped us achieve improvement in key volume metrics in 2023, such as same-store adjusted admissions and surgeries. Our second area includes actions to Strengthen Our Workforce. Through strong gains in employee recruitment and retention, including a net gain of more than 1,000 bedside nurses, we achieved significant reductions in contract labor expense during 2023. Third, our work to Control Expenses includes our margin improvement program, supply chain initiatives, and productivity enhancements, helping us to keepnon-labor expense growth below the rate of inflation as well as freeing up resources in our healthcare systems to provide more care for patients. Fourth is our commitment to Advance Safety and Quality, which is an ongoing, daily commitment and integral to our mission. In 2023, we achieved a record 89% reduction in our Serious Safety Event Rate from the baseline established in 2013, which equates to thousands of patients who have experienced better outcomes as a result of our efforts.

Looking ahead, we remain focused on these four priority areas which we believe remain essential to driving results and delivering value for all of the Company’s stakeholders.

Our consolidated results during 2023 and 2022 are reflected in the chart below.

(1) Earnings (loss) per diluted share, as adjusted, is anon-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 anon-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 thesenon-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 24 to 32 of the Proxy Statement.

• Committee Chair

BOARD OF DIRECTORS NOMINEES’ CORE SKILLS AND EXPERIENCE

The following table highlights certain core skills and experiences of our director nominees (including both our incumbent directors, all of whom are standing forre-election at this Meeting, and our new director nominee) in addition to those described in the biographies outlined above and beginning on page 24 of this proxy statement.

CORPORATE GOVERNANCE HIGHLIGHTS

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 2023, our key stockholder engagement activities includedin-person or virtual attendance at six investor conferences, three large group investor and prospective investor meetings at our corporate offices, and our 2023 Annual Meeting of Stockholders. 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/). For questions concerning Investor Relations, you maycall (615) 465-7000 or email us from the Contact Us section on our website (www.chs.net/contact-us/).

ALIGNING PAY AND PERFORMANCE

2023 Executive Compensation

At our 2023 Annual Meeting of Stockholders, approximately 98% of the votes cast by our stockholders, excluding brokernon-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 2023 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 the challenging macroeconomic and industry environment in 2023, the Company had a higher level of achievement in 2023 compared to 2022 with respect to the performance metrics taken into account 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 2024 and beyond. This progress included increased volumes across key services, continuing to expand access points, successfully managingnon-labor expenses despite inflationary pressures, producing strong provider recruitment results, insourcing a large number of previously outsourced medical specialists, significantly reducing contract labor expenses, developing and implementing additional programs to support and monitor patient safety and quality of care and advancing the Company’s diversity, equity, and inclusion objectives. To further improve operating efficiency, the Company also continued the execution of its margin improvement program, which contributed to additional cost savings during the year, and began theroll-out of its new enterprise resource planning (ERP) system to redesign and consolidate key business functions. Consistent with the Company’spay-for-performance philosophy, taking these factors into account, our Chief Executive Officer received 72% of his target cash incentive award for 2023 (as compared to 26% of his target cash incentive award during 2022).

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 2023 was in the form of performance-based restricted stock ornon-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 2021, which vested on the third anniversary of the grant date based on the Company’s three-year cumulative financial results during the 2021-2023 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 over 120% of the target for the Cumulative Same-Store Net Revenue Growth three-year performance objective (i.e., above maximum) underlying these awards, which targets were set in February 2021. 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 of the impact of these factors, the performance-based restricted stock awards granted to our Chief Executive Officer and Chief Financial Officer in March 2021 were earned at 80% of the target number of shares originally granted to them, and the performance based restricted stock awards to the other named executive officers were earned at 100% of the target number of shares originally granted to each award recipient.

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, Environmental Sustainability Report, and company website, we also communicate with stakeholders through earnings calls, investor conferences and other meetings. In addition, during 2023, 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 abest-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.

KEY FEATURES OF OUR COMPENSATION SYSTEM

2023 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.

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 2023, approximately 85% of the Chief Executive Officer’s target direct compensation value and approximately 71% 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 2023, reflecting the base salary, target short-term cash incentive opportunity and grant date fair value of our annual equity grants made in 2023.

ROADMAP OF VOTING ITEMS

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 7, 2024: THIS PROXY STATEMENT, THE FORM OF PROXY CARD AND THE 2024 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.