HCA Healthcare shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for HCA shareholders to call a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting — yet HCA made the threshold 15% of shareholders and then discriminated against HCA shareholders who owned their stock for less than one continuous year by banishing them from this important shareholder right. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when HCA is underperforming. There are challenging news reports regarding HCA that argue for a greater standing for HCA shareholders to engage with HCA. Healthcare Dive and Yahoo Finance reported in October 2025 that HCA was monitoring “looming headwinds,” including the potential expiration of Affordable Care Act subsidies at the end of the year. This could cause millions to become uninsured as premiums rise, impacting hospital revenue. News reports highlighted that HCA continues to face significant workforce challenges, including talent shortages and burnout. In its Q3 earnings call, HCA noted ongoing pressure from operating costs and labor expenses. The California’s Attorney General announced a settlement with HCA over its use of Training Repayment Agreement Provisions. HCA allegedly required new nurses to repay thousands of dollars for training if they left before 2-years. This practice was described as an “abusive training debt scheme” that trapped nurses in their jobs. A class-action lawsuit was also filed by the California Nurses Association over the practice. HCA’s Mission Hospital in Asheville, North Carolina, was once again placed in “immediate jeopardy” by federal regulators for serious safety violations. This was the third such designation since 2019 and followed patient misidentification, improper patient monitoring, and lapses in infection control. The hospital could lose government funding according to STAT News. An NBC News video cited HCA worker claims that HCA puts profits above patient care, citing understaffing, cost-cutting that impacted safety and pushing patients into hospice early to improve mortality statistics. Facebook posts claimed that HCA’s focus on profits over patient care led to unsafe nurse-to-patient ratios, inadequate orientation for new staff, and a poor work environment. Please vote yes: Shareholder Right to Act by Written Consent — Proposal 5