- Modifying the Company's bylaws to reduce the threshold required for shareholders to request a special meeting to 25% of outstanding shares;
- Terminating the short-term NOL shareholder rights plan effective as of the close of business on March 5, 2018; and
- Eliminating the Executive Committee as a standing committee of the Board.
Shareholder Rights Plan TerminationTenet's Board has approved the termination of the short-term shareholder rights plan that the Company implemented on August 31, 2017 designed to protect the Company's income tax net operating loss carryforwards ("NOLs"), effective as of the close of business on March 5, 2018. The Board made this decision based upon the reduced value of the NOL shareholder rights plan following recent tax law changes and an increase in the Company's stock price since the NOL shareholder rights plan was adopted, as well as shareholder feedback. The rights plan was previously scheduled to expire following the conclusion of Tenet's 2018 annual meeting. Executive Committee The Board has approved the elimination of the Executive Committee as a standing committee of the Board. The Executive Committee had been responsible for exercising the powers of the Board in the management of Tenet's business and affairs when the Board was not in session. The decision to eliminate the Executive Committee, which has rarely been utilized in the past decade, underscores Tenet's commitment to a full, deliberative Board process. Progress on Key Initiatives In addition to the shareholder-friendly actions announced today, Tenet has been operating with urgency and has taken substantial steps to enhance its corporate governance and operations, including over the past few months:
- Appointing a new chief executive officer and executive chairman;
- Increasing cost reduction initiatives to $250 million of annualized run-rate savings by the end of 2018;
- Initiating a strategic review to explore the potential sale of Conifer Health Solutions;
- Divesting non-core hospital assets; and
- Commencing a process to refresh the Board, including the appointment of three new independent Directors in 2017.
Additional information regarding Tenet's corporate governance, including the enhancements announced today, will be available on the Company's website and in a Form 8-K to be filed with the Securities and Exchange Commission.About Tenet Healthcare Tenet Healthcare Corporation is a diversified healthcare services company with 115,000 employees united around a common mission: to help people live happier, healthier lives. Through its subsidiaries, partnerships and joint ventures, including United Surgical Partners International, the Company operates general acute care and specialty hospitals, ambulatory surgery centers, urgent care centers and other outpatient facilities in the United States and the United Kingdom. Tenet's Conifer Health Solutions subsidiary provides technology-enabled performance improvement and health management solutions to hospitals, health systems, integrated delivery networks, physician groups, self-insured organizations and health plans. For more information, please visit www.tenethealth.com. The terms "THC", "Tenet Healthcare Corporation", "the company", "we", "us" or "our" refer to Tenet Healthcare Corporation or one or more of its subsidiaries or affiliates as applicable. This release contains "forward-looking statements" - that is, statements that relate to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as "expect," "assume," "anticipate," "estimate," "intend," "plan," "believe," "seek," "see," or "will." Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, but are not limited to, the factors disclosed under "Forward-Looking Statements" and "Risk Factors" in our Form 10-K for the year ended December 31, 2017, and subsequent Form 10-Q filings and other filings with the Securities and Exchange Commission. Additional Information and Where to Find It The Company intends to file a proxy statement and White proxy card with the U.S. Securities and Exchange Commission (the "SEC") with respect to the Company's 2018 Annual Meeting of Shareholders. THE COMPANY'S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Company's shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC free of charge at the SEC's website at www.sec.gov. Copies will also be available free of charge at the Company's website at www.tenethealth.com. Certain Information Regarding Participants The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the matters to be considered at the Company's 2018 Annual Meeting of Shareholders. Information about the Company's directors and executive officers is available in the Company's proxy statement filed with the SEC on March 24, 2017 with respect to the Company's 2017 Annual Meeting of Shareholders and, with respect to directors and executive officers appointed following such date, in certain of the Company's Current Reports on Form 8-K filed with the SEC subsequent to the date of such proxy statement. To the extent holdings of the Company's securities by such directors or executive officers have changed since the amounts printed in the proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the Company's 2018 Annual Meeting of Shareholders.
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