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COVER PAGE
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
QUESTIONS AND ANSWERS
COMPANY SUMMARY
CORPORATE GOVERNANCE
Director Independence
Executive Sessions
Criteria for Director Nomination
Board Diversity
Board Tenure
Stockholder Nominees
Board Leadership Structure
Board's Role in Risk Oversight
Board Meetings and Director Attendance
Board and Committee Evaluations
Board Committees
Stockholder Engagement
Policy Regarding Communications with the Board of Directors
Corporate Governance Guidelines
Code of Ethics
Compensation Committee Interlocks and Insider Participation
Delinquent Section 16(a) Reports
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY
Board Oversight
Patient-Centered Care
Fostering an Engaged Workplace and Increasing Access to Health Care
Clinical Research and Innovation
Our Colleagues
Community Investment
Environmental Responsibility
DIRECTORS
Nominees for Election
Director Compensation
PROPOSALS
Proposal 1 — Election of Directors
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
Proposal 3 — Advisory Vote on Executive Compensation
Proposal 4 — Advisory Vote on the Frequency of “Say-on-Pay” Votes
Proposal 5 — Stockholder Proposal: Report on Risk Mitigation Regarding State Restrictions for Emergency Abortions
Proposal 6 — Stockholder Proposal: Report on Patient Feedback Regarding Quality of Care
Proposal 7 — Stockholder Proposal: Report on Maternal Health Outcomes
EXECUTIVE COMPENSATION
Compensation Risk Assessment
Compensation Discussion and Analysis
Compensation Committee Report
Executive Compensation Tables
2023 Summary Compensation Table
2023 Grants of Plan-Based Awards
Narrative Disclosure to 2023 Summary Compensation Table and 2023 Grants of Plan-Based Awards Table
Outstanding Equity Awards at 2023 Fiscal Year-End
Option Exercises and Stock Vested in 2023
2023 Pension Benefits
2023 Nonqualified Deferred Compensation
Potential Payments Upon Termination or Change in Control
2023 CEO Pay Ratio
2023 Pay Versus Performance Table
Narrative Disclosure to 2023 Pay Versus Performance Table
OTHER INFORMATION
Certain Relationships and Related Person Transactions
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters