The results of companies' annual shareholders' meeting votes often make for uneventful reading, but HCA Holdings' filing last week sure caught our eye. One number in particular jumped out: Investors withheld more than 103 million shares from director Thomas Frist III as part of a generally less emphatic endorsement of the board than last year's. (More on that below.) That amounted to almost 26 percent of all votes cast last week, an unusually large number especially since the Hercules Holding group comprising the Frist family, Bain Capital and Kohlberg Kravis Roberts still controls almost 40 percent of HCA's shares. Assuming that block voted as one in favor of sitting candidates, it suggests investors holding some 40 percent of the remaining stock aren't keen to keep Frist III on the board.
Frist, 45, has since 1998 been a principal at Frist Capital, one of the family's main investment vehicles. He joined the HCA board in 2006 and chairs its nominating and corporate governance committee. The Frist family still controls about 16 percent of HCA's shares and thus has the right to two seats at the directors' table. The other director is William R. Frist, Frist III's brother, from whom investors withheld about 65 million votes.
The rise in votes withheld from Frist was an extreme example of a broader trend at HCA — one that perhaps should be expected as Hercules has steadily trimmed its holdings since the company's 2011 IPO. Last year, the 13 candidates standing for re-election received an average of 89.1 percent of votes cast. This year, that was 76.2 percent. In 2012, no director candidate received fewer than 86 percent of votes cast in favor. Last week, Frist III, Michael Michelson (representing KKR) and Stephen Pagliuca (representing Bain) each got less than 70 percent.
Keep in mind that HCA shares (Ticker: HCA) have climbed 40 percent in the past 12 months. It seems there really might be people you just can't please...