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NOTICE of ANNUAL MEETING and PROXY STATEMENT Dear Fellow Shareholders

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NOTICE of ANNUAL MEETING and PROXY STATEMENT Dear Fellow Shareholders 2020 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT Dear Fellow Shareholders, I began writing this letter to review our 2019 performance and to discuss the promise of 2020 at the end of February. At that time, the performance trajectory that we had ended in 2019 had continued “Our teams are doing exactly through the first two months of 2020. At that moment, I was very optimistic that 2020 would be a very positive what they have been called year, perhaps the best our company has ever enjoyed. We have been transforming Tenet into a much different upon and trained to do, with company than we had two years ago when we started this turnaround effort, and were taking our performance honor and a selfless courage to the next level before the unfortunate events of the that has defined us as an COVID-19 pandemic unfolded several weeks ago. Today America is faced with one of the most organization and has made us challenging periods in our history. As a country, our world was turned upside down on December 7, 1941 an integral part of our communities.” when Pearl Harbor was attacked, and on September 11, 2001, and each time we came back stronger than ever. Our history as a country is to pick ourselves up and deal with adversity head on and with a resolve to win the conflict. This virus has been likened to a war with an invisible enemy and the warriors on the front lines committed to win are nurses, doctors, other skilled professionals, support personnel and hospital administrators. We remain intently focused on bringing us successfully through this crisis, maximizing the strength of the company and ensuring we do so with the ability to snap back and regain our trajectory once this is resolved. When we established the company’s vision of a Community Built on Care, we did not realize how accurate and meaningful this statement would become so quickly to our teams across the country. Our teams are doing exactly what they have been called upon and trained to do, with honor and a selfless courage that has defined us as an organization and has made us an integral part of our communities. While this has clearly generated a time of uncertainty, our people and company continue to be resilient and responsive. The strides we made as an organization in the last two years have anchored the company on a set of clear operating principles. These principles embrace agility, efficiency, speed and accountability, effecting a cultural shift that emphasizes the importance of Ronald A. Rittenmeyer compassion, execution and community both internally Executive Chairman and CEO and externally. The mission, vision and values we introduced in 2019 created a single sense of purpose for our business. Together, these elements have given a new shape to our organization and created the effective response we have executed across the entire enterprise in this crisis. While we continue to deliver compassionate care for the On behalf of the Board and our executive leadership, I most critically ill, the impact on elective care has been want to thank our teams, and all healthcare providers particularly acute due to government orders severely around the country, who have responded to this public limiting those procedures in our hospitals and surgery health emergency with strength and courage. They have centers. Additionally, shelter in place orders coupled with adapted to the uncertain environment to deliver the best access limitations at hospitals and clinics have resulted in possible outcomes for our communities. We recognize decreased ER traffic in our hospitals. In response, while the sacrifices they are making to protect others and see caring for patients with COVID-19 as well as other this through. patients needing our care, we have taken decisive steps to mitigate the associated impact of reductions in In honor of all Tenet employees, I am donating volumes by enhancing our operational and financial 50 percent of my salary from April through June to our flexibility to allow us to redirect resources to critical Tenet Care Fund, a 501(c)(3) that was established years operations. Our focus remains on making necessary ago to provide assistance to employees facing hardship investments in COVID-19-related supplies, care, and due to events beyond their control. My executive other functions to support our hospitals and protect our leadership team has joined me in this effort, donating team members while immediately taking measures to 20 percent of their salaries during this time, along with reduce spending in areas that can either be delayed or our senior leaders across the enterprise who will donate eliminated with no disruption to the current mission. 10 percent. Senator Bob Kerrey, our Lead Director, and the other members of our Board are also donating a Fortunately, we benefit from an expansive network that portion of their board fees to the fund. And, I want to has depth of clinical expertise, access to information- recognize the compassion and generosity of those sharing and additional supplies we can transfer among organizations and individuals that have approached us our facilities. We have a command center staffed by regularly, offering to donate supplies – everything from experienced disaster response personnel, and our hand sanitizer to masks and gloves. We are deeply clinical leadership is directing efforts across the grateful for these acts of kindness. enterprise with clear and consistent actions. In addition, several initiatives we deployed last year are enabling a In closing, the team that delivered our performance in swift response in real-time data and analytics that 2018 and 2019, as well as in January, February and recognize patterns and trends and inform immediate early March of 2020, is the same team that will steer actions. We also continue to operate from a leaner Tenet through this crisis. Importantly, the fundamentals base, having delivered on our initiative to achieve that have been put in place over the last two years in $300 million in cost savings by the end of last year with performance management, analytical rigor and a focus an ability to flex up and flex down in a fluid environment. on excellence in quality, patient care and delivering against tough performance expectations, have not Core to these efforts is our bench of leaders across the changed. As we gear back up and patients return for company with the skills and experience to manage much needed care, we remain ready to execute our through adversity and seek out opportunity. These mission with the same focus as before. We are a individuals, many of whom are new to Tenet in the last Community Built on Care and this crisis has brought two years, ask the right questions allowing them to us together with an even stronger resolve to continue to make the tough decisions. They were selected to lead drive for excellence. On behalf of our Board of Directors because they understand that nothing we face is a and our 113,000 associates, thank you for placing your one-person job and requires everyone moving with trust in us and for your continued support. purpose to execute. Our board has provided us with clear strategic direction In good health, and is setting the leadership tone. Last year, we appointed Chris Lynch and Dr. Nadja West as part of a methodical Board refreshment process that began in late 2017. Our newest directors complement the expertise of our existing board and bring experience in healthcare, financial services, crisis management and servant leadership – all Ronald A. Rittenmeyer critical attributes especially during this time. Executive Chairman and CEO TENET HEALTHCARE CORPORATION 14201 Dallas Parkway Dallas, Texas 75254 (469) 893-2200 Notice of Annual Meeting of Shareholders to be held on Thursday, May 28, 2020 April 17, 2020 To our Shareholders: Our 2020 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on Thursday, May 28, 2020, at 8:00 a.m. Central Time. You will be able to attend and participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/THC2020, where you will be able to listen to the meeting live, submit questions, and vote, for the following purposes: 1. To elect the ten 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, 2020. 4. To vote on a shareholder proposal regarding an independent board chairman, if properly presented at the meeting. 5. To transact 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 31, 2020, 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. 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. Audrey T. Andrews Executive Vice President, General Counsel and Corporate Secretary Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on May 28, 2020 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, 2019, are available at www.proxyvote.com.
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