TENET HEALTHCARE CORP
For the period ended May 22, 2025. Filed Apr 11, 2025.
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May 22, 2025 · Filed Apr 11, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Tenet Healthcare Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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MISSION
Our mission is to provide
quality, compassionate care
in the communities we serve.
VISION
Our Vision is to consistently
deliver the right care, in
the right place, at the right
time and to be a premier
organization, where patient
care and saving lives remain
our focus. Our vision reflects
our aspirations for the future
and the goals we work
toward — together.
We are better together.
Dear Fellow Shareholders,
Tenet produced outstanding financial and operational performance throughout 2024, further building on our momentum coming out of the pandemic and growing long-term value for our shareholders. We transformed our portfolio, increased access to specialty care and maintained our commitment to compliance, quality, and safety.
Throughout 2024, Tenet consistently surpassed our performance targets – both in our operations and in our transactions. Our focused strategy, disciplined operating model and continued demand for high-quality services drives our success. As a result, we meaningfully improved the balance sheet by reducing our leverage.
This past year was transformational. The highlights below reflect our team’s commitment to excellence. I would like to extend my appreciation to all our physicians, caregivers, and staff for their steadfast dedication.
Transforming Our Portfolio
We continued to improve Tenet’s value to stakeholders with our leading specialty care platform. In 2024, Tenet completed the sale of 14 hospitals in California, South Carolina and Alabama, opened a new hospital campus in San Antonio, Texas, as well as continued to develop a new hospital campus in Port St. Lucie, Florida. We added 69 lower-cost ambulatory surgery facilities to USPI. We continue to execute against a robust pipeline of strategic acquisitions and de novo developments at USPI.
Strengthening Cash Flow and Balance Sheet Position
Through diligent management, Tenet reduced leverage and enhanced free cash flow in 2024. Tenet exited 2024 with a leverage ratio of 2.54x EBITDA, $1.1B in free cash flow generation and approximately $3.0B cash on hand. Our free cash flow and balance sheet position give Tenet significant capital allocation flexibility going forward.
Expanding Access to Services Efficiently
We delivered strong growth in 2024. USPI had 7.8% growth in the same-facility revenues, well above our long-term goal.
USPI increased higher acuity procedures with joint replacements up nearly 20% in 2024. The hospitals grew admissions by 4.7%, supported by higher-acuity care across cardiovascular, neurosciences, and more. Conifer also announced new clients, expansions and renewals.
Each of our business segments sustained strong cost management practices and continued to enhance operational efficiency in 2024. For the year, Tenet’s consolidated adjusted EBITDA margin reached a new high of 19.3%. This is a testament to our team’s data-driven operating discipline and high-performance culture.
Partnering with High-Quality Physicians
We are proud to partner with high-quality physicians to enhance access to cutting-edge specialty care for the communities we serve. We continue to expand our network of physicians with a shared commitment to quality, safety, and patient experience. In 2024, we welcomed new physicians to our independent medical staffs, new physician partners to USPI and new physicians to our employed group.
The performance in 2024 reflects Tenet’s commitment to our long-term strategic priorities, which we will continue to advance this year. I am confident in our team’s ability to navigate 2025 and we are grateful for the support of our shareholders and our partners as we continue to pursue our valuable mission.
Respectfully,
Saum Sutaria, M.D. Chairman and Chief Executive Officer Tenet Healthcare Corporation
14201 Dallas Parkway
Dallas, Texas 75254
(469)893-2200
Notice of Annual Meeting of Shareholders to be held on Thursday, May 22, 2025
April 11, 2025
To our Shareholders:
Our 2025 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on May 22, 2025, at 8:00 a.m. Central Time. You will be able to attend and participate in the Annual Meeting by registering atwww.proxydocs.com/THC. After you complete your registration, you will receive further instructions via email, including a unique link that will provide you access to the Annual Meeting, where you will be able to listen to the meeting live, submit questions and vote. Our Annual Meeting is being held for the following purposes:
| 1. | To elect the 13 directors named in the accompanying Proxy Statement, each to serve until the next annual meeting of shareholders or until his or her successor is duly elected and qualified, whichever is later, or until the director’s earlier resignation or removal. |
| 2. | To vote, on an advisory basis, to approve the Company’s executive compensation. |
| 3. | To ratify the selection of Deloitte & Touche LLP as our independent registered public accountants for the year ending December 31, 2025. |
| 4. | To vote on a shareholder proposal, if properly presented at the meeting. |
We will also consider and take action on any other business that properly comes before the meeting or any adjournment or postponement of the meeting.
Only shareholders of record of our common stock at the close of business on March 27, 2025 are entitled to notice of and to vote at the Annual Meeting.
It is important that your shares be represented and voted at the Annual Meeting. You may vote your shares via the Internet, by telephone, or by completing and returning a proxy card or voting instruction form. Specific voting instructions are set forth in the “General Information Regarding the Annual Meeting and Voting” section of the accompanying Proxy Statement and on the proxy card or voting instruction form.
Thomas W. Arnst
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be held on May 22, 2025
The accompanying Proxy Statement and the Company’s proxy card, as well as our Annual
Report on Form 10-K for the year ended December 31, 2024, are available atwww.proxydocs.com/THC.
We have adopted a virtual meeting format for our Annual Meeting, conducted via a live audio webcast. You will be able to attend the Annual Meeting online, listen to the meeting live, submit questions and vote your shares electronically during the meeting by registering atwww.proxydocs.com/THC. We have designed the format of the Annual Meeting to provide shareholders with substantially the same rights and opportunities to participate as they would at anin-person meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.