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Tenet Healthcare Corporation 2017 Annual Meeting of Shareholders

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Tenet Healthcare Corporation 2017 Annual Meeting of Shareholders Tenet Healthcare Corporation 2017 Annual Meeting of Shareholders Proxy Statement MESSAGE FROM OUR CHAIRMAN AND CEO Dear Fellow Shareholders: In 2016, we continued to build upon our fundamental strengths and implement our strategy. Tenet has a diversified business model aligned with key trends shaping the industry today; a quality network of care sites in growing communities; a dedicated, compassionate group of caregivers and supporting staff; and an enterprise commitment to make the healthcare delivery system work better for our patients, physicians, partners and clients. We took a number of steps last year to grow and strengthen our business. These actions were guided by the strategic priorities we established over the last few years, which will continue to serve as the foundation for our growth plans in 2017 and beyond. • We enhanced our care network and further refined our portfolio – both within our hospital and ambulatory operations, including strategic expansion and asset divestitures. • We delivered service-line growth and added important care access points, extending our reach to additional communities, often using new and innovative types of facilities. • We drove efficiencies and mitigated expense growth through disciplined cost controls. • We strengthened our relationships with the health system and physician partners in our ambulatory business and increased our ownership stake in United Surgical Partners International (USPI). • We broadened Conifer Health’s client base by winning new engagements. We made progress on our efforts to diversify our sources of revenue and earnings, expanding contributions from our faster-growing, stronger free cash flow generating Ambulatory Care and Conifer Health businesses and enhancing the mix of revenue and EBITDA that come from operations less reliant on government healthcare programs. These businesses contributed roughly 37 percent of Adjusted EBITDA in 2016, up from 15 percent in 2014. Continuing to invest in the growth of these businesses – organically and through acquisitions – remains an important component of our long-term strategy. We are excited about the recent opening of our new, state-of-the-art teaching hospital that we built in collaboration with Texas Tech University Health Sciences Center in El Paso, Texas. We also are nearing completion on expansion projects that will add capacity and enable us to address unmet needs and better serve patients in some of our largest markets. We expect these projects will drive incremental revenue and EBITDA growth in our hospital segment, and as the investment period associated with these projects comes to a close, we expect to reduce capital expenditures by $150 million, or over 15 percent, this year while maintaining a competitive level of capital expenditures in our ongoing businesses. We are choosing not to launch large capital-intensive projects at this time because of the inherent uncertainties facing our industry, most notably the continuing lack of clarity surrounding the future of the Affordable Care Act. We began shortening our capital planning horizon in 2015, and we think it’s appropriate to continue this approach while we gain visibility on the regulatory outlook. We’re also placing an even greater emphasis on cost management, finding opportunities to enhance efficiencies wherever possible. Our work in 2016 led to total year-over-year revenue and Adjusted EBITDA growth of 5% and 6%, respectively. While we drove incremental growth during the year, Adjusted EBITDA of $2.413 billion was at the lower end of our range of expectations. The shortfall compared to the midpoint was driven primarily by unanticipated losses in our health plans, which we are in the process of exiting. In addition, we expected to deliver improvements in cash flow generation in 2016, and we were disappointed that our Adjusted Free Cash Flow performance was weaker than we had anticipated. As these are important metrics by which we measure our success, executive compensation in 2016 decreased accordingly. We are committed to holding ourselves accountable when financial performance falls below our expectations. Looking ahead, we are confident we have the right strategy in place to grow our business, including delivering growth in each of our operating segments. We honor the trust you place in us as stewards of your company. The board and management team remain focused on building sustainable value for shareholders by improving our business mix; delivering EBITDA growth across the enterprise; increasing free cash flow; and reducing our ratio of debt to EBITDA. On behalf of my fellow directors, I would like to take this opportunity to thank Jim Unruh and Freda Lewis-Hall, M.D., for their dedicated service and numerous contributions to the board and the company. Both are retiring from the board in May. I am extremely honored to work alongside 130,000 colleagues, whose resolve and altruistic nature truly define who we are as an organization. All of us at Tenet are grateful for the support of our shareholders and want to thank you for your investment in the company. Sincerely, Trevor Fetter Chairman and Chief Executive Officer MESSAGE FROM OUR LEAD DIRECTOR Dear Fellow Shareholders: It has been a great privilege to serve on the Tenet board for the last several years, and I am pleased to now have the opportunity to share my thoughts as lead director. As outlined in detail in this proxy, the board has spearheaded a number of governance enhancements in recent years, including those related to board composition, shareholder engagement on governance matters, and adjustments to our executive compensation metrics. What follows in this letter are some of the recent governance highlights, which reflect our continued commitment to active shareholder engagement, board refreshment, and effective, independent oversight. Shareholder Outreach We regularly solicit input from shareholders, and we pride ourselves on being responsive. To that end, we initiated a comprehensive outreach program in 2015 that was constructive for both the board and our shareholders. We held a series of meetings with shareholders in 2015 and again in 2016, which enabled us to obtain insights that informed our decision-making, including making adjustments to certain elements of our executive compensation program. This involved changing performance metrics and targets to better reflect the company’s current business model and strategic priorities, while continuing to align compensation with company performance. These changes, which became effective in 2016, underscore our commitment to regularly review and refine our executive compensation program. Board Composition and Leadership We have made substantial changes to the composition of our board, including adding five independent directors in the last two years. Two current directors will also be retiring from the board in May: Jim Unruh and Freda Lewis-Hall, M.D., each of whom has been an outstanding and dedicated member of the Board. Most recently, we appointed two new independent directors in November 2016: John Byrnes, former chairman and CEO of Lincare Holdings, and Pete Wilver, who recently announced his retirement as executive vice president and chief administrative officer of Thermo Fisher Scientific. This follows the January 2016 appointments of Matt Ripperger and Randy Simpson, partners and co-heads of healthcare for our largest shareholder, Glenview Capital Management, and the March 2015 appointment of Tammy Romo, executive vice president and chief financial officer of Southwest Airlines. Collectively, these directors have a strong combination of operational skills, financial acumen, leadership experience, and deep knowledge across different dimensions of healthcare. In addition to these changes, Ed Kangas transitioned his responsibilities as lead director to me in 2016. I would like to express my tremendous gratitude to Ed, who served with distinction on the board during transformative periods in Tenet’s evolution – first as non-executive chairman and later as lead director. Ed continues to provide valuable counsel on our board as chair of the Nominating and Corporate Governance Committee and through his membership on two other board committees. The recent enhancements made by the board have coincided with a structural transformation of the company over the last several years, which has been implemented to directly address a rapidly changing healthcare environment. We believe the actions taken related to strategy and governance have further strengthened the company and positioned it to succeed. In closing, I want to thank you for your continued support and investment in Tenet Healthcare. We look forward to maintaining a collaborative relationship with you, and we are committed to enhancing long-term value creation and serving your best interests in 2017 and well into the future. Sincerely, Ronald A. Rittenmeyer Lead Director TENET HEALTHCARE CORPORATION 1445 Ross Avenue, Suite 1400 Dallas, Texas 75202 (469) 893-2200 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS to be held on Thursday, May 4, 2017 March 24, 2017 To Our Shareholders: Our Annual Meeting of Shareholders will be held on Thursday, May 4, 2017, at 8:00 a.m. Central time at Tenet Corporate Headquarters, 1445 Ross Avenue, Suite 1400, Dallas, Texas, for the following purposes: 1. To elect the 12 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
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