On August 12, 2013 Glenview Capital submitted consents from a majority of the shareholders of Health Management Associates, Inc. (NYSE: HMA) to effect the removal and replacement of the entire Board of Directors of HMA. On August 16, 2013, HMA confirmed that greater than 60% of HMA shareholders consented to all of Glenview Capital’s proposals. On behalf of our investors and our team, we would like to offer our appreciation to the many constituents of HMA:
- To the hard working men and women of HMA who maintained focus and dedication to their mission throughout this seven week process and who strive to improve health outcomes throughout their local communities;
- To fellow shareholders who took the time to consider the myriad of issues and who voted, based upon both financial and moral values, to take action to improve our Company;
- To the nominees of the Fresh Alternative slate of Directors who were willing to lend their efforts and talents despite an uncertain path and who will work diligently to improve our Company, and to the team at Alvarez & Marsal who have prepared for a responsible transition and a path to stabilization and improvement;
- To the independent advisory services of Institutional Shareholder Services and Glass Lewis who cut through the rhetoric to help frame and analyze the issues at hand, and for their support of complete change at HMA;
- To Akin Gump, UBS, Okapi Partners and ASC Advisors, our legal, financial, proxy and communications advisors; and
- To the Sitting Board and their advisors, in anticipation of their working honorably and constructively through the upcoming transition.
For a few months within our thirteenth year of operation, our firm, Glenview Capital Management, moved uncomfortably into the public eye in order to advance three important causes:
- First, it is incumbent on Management, Boards and shareholders to work constructively and methodically to improve shareholder value over time to ensure an appropriate risk adjusted return on capital for owners. This includes the Board’s responsibility to review financial and strategic alternatives and operational and human resource performance in an intellectually honest manner, prioritizing shareholder returns over social or legacy issues.
- Second, it is imperative that Management and Boards treat shareholders as true partners rather than adversaries in the journey to build sustainable value and quality enterprises.
- Finally, it is the responsibility of shareholders to embrace and support change when neither of these conditions are satisfied.
We believe that these key principles brought together investors across every category – mutual funds, pension funds, hedge funds, individual investors and current and former employees and retirees – to defend and promote shareholders’ rights through their consents to Revitalize HMA. We at Glenview are proud of our efforts to improve quality, compliance, accountability and shareholder value at HMA, and we are happy to have contributed to the broader discourse by challenging all shareholders to think and act like owners to promote financial and corporate success. Several months from now, with greater Board and Management engagement and greater transparency, Glenview and other shareholders will consider the Community Proposal with an eye towards maximizing shareholder value and positioning HMA to best serve the healthcare needs of its local communities.