UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

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Tenet Healthcare Corporation

(Name of Registrant as Specified in Its Charter)

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MESSAGE FROM OUR EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Dear Fellow Shareholders:

2017 was a year of significant transition for Tenet. During the year, we continued to focus on providing high-quality care to patients, innovating to meet the demands of today’s healthcare market, and driving operational and financial performance to maximize shareholder value. At the same time, it became necessary to make a number of changes, including at the senior management level, to transform and move the Company forward. I was appointed Executive Chairman and Chief Executive Officer in the fall and, since that time, we have taken swift and decisive actions:

At the same time, we made significant changes from a Board and governance standpoint. We have a strong history of regularly engaging with our shareholders to solicit feedback and take action in response. Based on feedback received from shareholders over the past several months, the Board:

In closing, 2017 was a year of significant progress and change across many aspects of our company. As we look forward to 2018, we are confident we have the right strategy, Board and governance in place to grow our business and to position Tenet for the future.

Sincerely,

Ronald A. Rittenmeyer

Executive Chairman and Chief Executive Officer

TENET HEALTHCARE CORPORATION

1445 Ross Avenue, Suite 1400

Dallas, Texas 75202

(469) 893-2200

March 30, 2018

To Our Shareholders:

Our Annual Meeting of Shareholders will be held on Thursday, May 3, 2018, at 8:00 a.m. Central Time at Tenet Corporate Headquarters, 1445 Ross Avenue, Suite 1400, Dallas, Texas 75202, for the following purposes:

Only shareholders of record of our common stock at the close of business on March 29, 2018 are entitled 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. You may revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the “General Information Regarding the Annual Meeting and Voting” section of the accompanying Proxy Statement. If you attend the Annual Meeting, you may, if you wish, withdraw your proxy and vote in person.

2017: A YEAR OF TRANSITION

2017 was a year of significant transition. The Board acted to implement several significant changes that would transform the Company and reposition it for the future, including a change in leadership. Ronald A. Rittenmeyer was named Tenet’s Executive Chairman in August 2017 and Chief Executive Officer in October 2017. Mr. Rittenmeyer has served on our Board since 2010, most recently as independent Lead Director. Mr. Rittenmeyer has extensive experience in turnaround situations, having previously led Millennium Health, LLC following its emergence from bankruptcy, as well as numerous other companies through their in- and out-of-court restructuring and transition processes.

Since Mr. Rittenmeyer assumed the role of Chief Executive Officer, Tenet has taken a number of additional decisive actions, including implementing management changes at its United Surgical Partners (“USPI”) and Conifer Health Solutions (“Conifer”) businesses, announcing an enterprise-wide $250 million cost reduction initiative and initiating a strategic review of its portfolio that has resulted in the exploration of a sale of Tenet’s Conifer business. At the same time, Tenet has worked to enhance the oversight capabilities of its Board, through additional Board refreshment, and its accountability to shareholders, through direct Board and management engagement with shareholders and improvements to Tenet’s governance structures. Certain of these actions are described in further detail below.

In light of these concurrent and transformational changes, 2017 was ultimately a transitional year for Tenet, and one that has positioned the Company to deliver value to its shareholders and other stakeholders in the future. Under Mr. Rittenmeyer’s leadership, our Board and management team have been highly focused on executing a speedy and successful turnaround of the business. Their efforts, and those of all of our employees, have already begun to show progress.

Momentum in Business

The Board and management team have taken a number of decisive steps during this time of significant transition for Tenet, as shown in the timeline below.

BUSINESS INITIATIVES

Cost Reduction Initiative

In December 2017, Tenet announced a set of expanded enterprise-wide cost reduction initiatives. These initiatives are expected to realize $125 million in cost savings in 2018 and $250 million of annualized run-rate cost savings by the end of 2018. The cost reduction initiative is expected to eliminate approximately 2,000 positions, reduce corporate overhead by approximately 20% compared to 2016 and eliminate regional management of the hospital business.

Conifer Sale Process

In December 2017, Tenet announced that it had initiated a process to explore a potential sale of Conifer as part of a broader and ongoing strategic review of the Company’s portfolio. At the same time, Tenet remains focused on driving growth at Conifer by continuing to market and expand Conifer’s revenue cycle management and value-based care services businesses, and by diversifying Conifer’s customer base.

Divestiture of Non-Core Hospital Assets

Tenet is actively managing its portfolio of hospital assets. By divesting non-core hospital assets, Tenet expects to yield over $1 billion of proceeds, comprised of over $700 million in cash proceeds and the elimination of approximately $300 million of capital lease debt. For example, recent divestitures of non-core hospital assets include, among others: the sale of two hospitals in Philadelphia, Pennsylvania that closed January 11, 2018; the sale of MacNeal Hospital in the Chicago area that closed March 1, 2018; the sale or restructuring of three minority interests in joint ventures with Baylor Scott & White Health; and the sale of Des Peres Hospital in St. Louis, Missouri that is expected to be completed in the second quarter of 2018.

BOARD REFRESHMENT

Since the fall, Tenet has added three independent directors to its Board, capping a three-year period of significant refreshment. Since 2015, Tenet has added eight new directors, four of whom are standing for reelection at the 2018 annual meeting. Four of the eight new directors were proposed by Tenet’s largest shareholder, Glenview Capital Management, LLC (“Glenview”), two of whom resigned in August 2017 and two of whom are not standing for reelection at the 2018 annual meeting. Of our longer-tenured directors, Karen M. Garrison and Richard R. Pettingill will also not be standing for reelection. The average tenure of our directors standing for reelection at the 2018 annual meeting is approximately seven years. At this time, the Board is comprised of highly talented and engaged directors with diverse backgrounds and skill sets that enable the Board to effectively oversee Tenet through its transformation. The Board expects to add additional independent directors with skillsets that are complementary to those of our current directors and that align with Tenet’s strategic priorities going forward.

Appointment of a New Independent Lead Director

The Company has a strong independent Lead Director role, as described in our Corporate Governance Principles. J. Robert “Bob” Kerrey was appointed to the position of Lead Director in October 2017. Senator Kerrey is a former governor and U.S. Senator from Nebraska with an extensive background in accounting, finance and public policy. The Lead Director is responsible for chairing executive sessions of the Board, serves as a liaison between the independent directors and the Executive Chairman of the Board, approves information distributed to the Board, and represents the Board in meetings with investors, legislators, regulators and other constituents, as described in additional detail under “Board Leadership Structure–Role of Lead Director of the Board” beginning on page 13.

Board Highlights

Following our Board refreshment efforts in recent years, we have achieved a balanced mix of diversity, age and tenure in the boardroom. The differentiated perspectives that result from the composition of our current Board contribute meaningfully to the effectiveness of the Board in its oversight role and to its role in helping the management team successfully navigate the challenging landscape in which Tenet is currently operating. Our current director nominees also demonstrate our continued commitment to a balanced Board.

Diversity, Age and Tenure of Board Nominees

GOVERNANCE CHANGES

At Tenet, we are highly committed to sound corporate governance policies and practices that protect the long-term interests of shareholders and promote Board and management accountability. Over the past few years, as Tenet has managed the challenges of an evolving industry landscape, we have also redoubled our efforts to ensure that shareholders have a voice with our Board and management team. To this end, we initiated an expansive shareholder engagement program in 2015, including participation by our independent directors and senior management team, and have demonstrated a willingness to act on shareholder feedback relating to our Board composition, corporate governance and executive compensation practices. In early 2018, in response to feedback received from shareholders, including our ongoing dialogue with Glenview, and as part of the Company’s ongoing transformation, our Board implemented enhancements to our corporate governance policies and practices, which are detailed below. These enhancements are intended to ensure the continued alignment of our corporate governance policies and practices with the future interests of our business and its shareholders.

Bylaw Amendments to Provide Shareholders with the Right to Call a Special Meeting

Tenet’s governance practices support oversight and accountability. On January 21, 2018, Tenet amended its bylaws to allow shareholders that beneficially own a majority of our outstanding shares to call a special meeting. On March 5, 2018, after extensive communications with its shareholders, Tenet further amended its bylaws to allow shareholders that beneficially own 25% of our outstanding shares to call a special meeting. On March 23, 2018, pursuant to our support agreement (the “Support Agreement”) with Glenview and its affiliated entities, described in more detail below, Tenet further amended its special meeting bylaw to provide that the special meeting bylaw can only be amended by the vote of a majority of shareholders. These amendments allow shareholders to take action between annual meetings on significant corporate matters that require shareholder approval. The special meeting bylaw provides a clear and transparent process, including a set timeline and specified date, that ensures an open and appropriate debate in which all shareholders can exchange views prior to the taking of any corporate action that requires shareholder approval. In addition, on March 23, 2018, pursuant to the Support Agreement, Tenet amended its bylaws to require that the Company hold an annual meeting of shareholders no less than every 13 months.

Bylaw Amendment to Eliminate Standing Executive Committee

On March 5, 2018, Tenet amended its bylaws to eliminate the Executive Committee as a standing committee of the Board. The Executive Committee had been authorized to exercise certain powers of the full Board in the management of Tenet’s business and affairs when the Board was not in session. The Executive Committee rarely convened and seldom took action over the past decade. Tenet eliminated the Executive Committee as a standing committee of the Board to underscore its commitment to a full, deliberative Board process.

Termination of Short-Term NOL Shareholder Rights Plan

On March 5, 2018, Tenet terminated the short-term shareholder rights plan that it had implemented on August 31, 2017 to protect Tenet’s income tax net operating loss carryforwards (“NOLs”). The recent U.S. tax law changes and an increase in Tenet’s stock price since the NOL shareholder rights plan was adopted reduced the need for the rights plan, which, coupled with shareholder feedback, led the Board to terminate the NOL shareholder rights plan on March 5, 2018, prior to its originally scheduled expiration following the conclusion of the 2018 annual meeting. In addition, on March 23, 2018, pursuant to the Support Agreement, Tenet amended its bylaws to require the approval of 75% of our directors to adopt any future shareholder rights plan and to limit the term of future rights plans to one year plus a 90-day period to solicit shareholder approval of any longer duration, if applicable.

ACTIVE SHAREHOLDER ENGAGEMENT PROGRAM

Our Board regularly and actively solicits input from investors and governance groups to better inform decision-making and gain insight into shareholder perspectives on a broad range of topics. We value our shareholders’ perspectives on our business and interact with them through a variety of shareholder engagement activities. As we engage with shareholders and proxy advisory firms, feedback is regularly reviewed by our Board.

In early 2018, members of Tenet’s Board and management team met with shareholders that own over 80% of Tenet’s outstanding shares to provide an update on the many recent positive developments at Tenet and to solicit feedback on our corporate governance policies and practices, including the Company’s recently adopted special meeting right, and the continued alignment of our corporate governance policies and practices with our rapidly evolving business. In direct response to shareholder feedback, the Board acted to amend Tenet’s bylaws to allow shareholders that beneficially own 25% of our outstanding shares to call a special meeting, eliminate the Executive Committee as a standing committee of the Board and terminate the short-term NOL shareholder rights plan ahead of its originally scheduled expiration date.

On March 23, 2018, pursuant to the Support Agreement, Glenview withdrew its notice to the Company, dated February 2, 2018, indicating its intention to present a shareholder proposal at the 2018 annual meeting, and Glenview agreed to vote its shares in favor of all of the Board’s nominees and to support all of the Board’s recommended proposals at the 2018 annual meeting. A copy of the Support Agreement was filed by the Company in a Current Report on Form 8-K on March 26, 2018.

HOW TO CAST YOUR VOTE

You may vote in one of the following ways:

By Internet. You may vote on the Internet. The website for Internet voting is www.proxyvote.com and is also noted on your proxy card or voting instruction form. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern time on May 2, 2018. As with telephone voting, you may confirm that your instructions have been properly recorded.

By Telephone. You may vote by calling the toll-free telephone number noted on your proxy card or voting instruction form. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern time on May 2, 2018. Voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

By Mail. If you received a paper copy of the proxy card or voting instruction form by mail and choose to vote by mail, please mark your proxy card, date and sign it, and promptly return it in the postage-paid envelope provided with this proxy statement.

In Person at the Annual Meeting. You may vote in person by attending the Annual Meeting. If you are a beneficial owner whose shares are held in street name (which means your shares are registered in the name of your broker, bank or other nominee), you must also obtain a legal proxy from your broker, bank or other nominee to vote in person and submit the proxy along with your ballot at the meeting.

Shares must be voted in person, on the Internet, by telephone, or by completing and returning a proxy card.

If your proxy is properly completed, the shares it represents will be voted at the meeting as you instructed. If you submit your proxy, but do not provide instructions, your proxy will be voted in accordance with the Board’s recommendations as set forth in this Proxy Statement.

If your shares of our common stock are held by a broker in street name, under the rules of the New York Stock Exchange (“NYSE”), your broker may vote your shares on certain matters if you do not provide your broker with voting instructions. The ratification of the selection of our independent registered public accountants is considered a routine matter upon which brokerage firms may vote on behalf of their clients if no voting instructions are provided. A “broker non-vote” occurs when a broker holding your shares in street name does not vote on a particular matter because you did not provide the broker voting instructions and the broker lacks discretionary voting authority to vote the shares because the matter is non-routine. The non-routine matters on the agenda for this year’s Annual Meeting include the election of directors, an advisory approval of the Company’s executive compensation and the shareholder proposal to urge the Board to adopt a policy that the chairman of the Board be an independent director.

Director Nomination Process

Our Board regularly reviews its composition and is engaged in an ongoing process to thoughtfully refresh the Board to support the continued evolution of the Company. This process is focused on identifying a diverse mix of viewpoints, skills, experience and backgrounds that align with the Company’s business and current strategic goals.

Under the charter of the Nominating and Corporate Governance Committee (the “Governance Committee”) and Corporate Governance Principles, the Governance Committee is responsible for nominating, and the Board is responsible for selecting, individuals to fill vacancies on the Board and to stand for election at each annual or special meeting. The Governance Committee may engage professional search firms and other consultants to assist in identifying, evaluating and conducting due diligence on potential candidates. The Governance Committee considers candidates based on the recommendation of, among others, our Board members and our shareholders.

In 2017, the Governance Committee focused its refreshment efforts on identifying candidates to further strengthen the Board’s ability to oversee the Company through this time of significant transition. To date, this process has resulted in the identification and appointment of three new independent directors who collectively bring deep healthcare, financial and operational expertise that complements the current skillsets and enhances the effectiveness of the overall Board.

Of the eight new directors that were added to our Board in the last three years, four were proposed by a shareholder. We intend to continue to actively engage with our shareholders, including considering their input on potential director candidates. Shareholders may propose nominees for election in accordance with the terms of our bylaws or recommend candidates to the Board for consideration by writing to the Governance Committee in care of the Corporate Secretary at Tenet Healthcare Corporation, 1445 Ross Avenue, Suite 1400, Dallas, Texas 75202, or by email to boardofdirectors@tenethealth.com. You should consult our bylaws for more detailed information regarding the process by which shareholders may nominate directors. Our bylaws may be found in the “Corporate Governance” section under the “For Investors” tab on our website at www.tenethealth.com.

Assessment of Board Composition and Criteria for Board Membership

The Governance Committee evaluates the composition of the Board on an ongoing basis and considers potential nominees to the Board as appropriate. As part of this process, the Governance Committee reviews the composition of the Board as a whole, including the balance of business backgrounds, qualifications, skillsets and other qualities represented on the Board to ensure the right balance to effectively oversee management. In light of our current structure and operations, and in consideration of the evaluation of the Board’s composition, the Governance Committee believes the following criteria best represent the qualities required for service on the Company’s Board:

The Governance Committee also reviews updated biographical information for each incumbent director on an annual basis, including information relating to changes in professional status, independence, other professional commitments and public company directorships.

Board Evaluations

The Governance Committee conducts self-evaluations and performance assessments to determine whether the Board, its committees and individual directors are functioning well in view of their responsibilities and the Company’s business.

Directors’ Qualifications and Experience

Based on its review, the Governance Committee concluded that our eight director nominees possess the diversity of experience, skills and other characteristics best suited to meet the needs of the Board and the Company in light of our current business and operating environment. The following table highlights the core skills and experiences of our current nominees. Each nominee possesses skills and experiences in addition to the ones highlighted below (as noted in the director biographies outlined above).

Personal Qualities and Diversity. The Governance Committee determined that each nominee embodies a demonstrated commitment to professionalism and integrity. In particular, the Governance Committee noted that each nominee has demonstrated an ability to provide candid and direct feedback, and to provide oversight of the Company’s operations on behalf of all shareholders. Additionally, our Board currently includes individuals of differing ages, backgrounds, ethnicities and genders. Two of our eight director nominees are women and half of the current Board has a tenure of three years or less.

Special Considerations Regarding Service on Other Boards. Nominees must seek the approval of the Governance Committee prior to serving on another public company’s board. In addition, the Governance Committee limits the number of public boards on which a nominee may serve in addition to our Board to three (two in the case of directors currently serving as chief executive officers or in equivalent positions of public companies). None of the Company’s independent directors serves on more than three other public company boards. Mr. Rittenmeyer, who served as Lead Director of the Board until August 2017, when he was appointed the Company’s Executive Chairman and Chief Executive Officer, serves on three public company boards other than the Company’s Board. Taking into account the unique circumstances resulting in Mr. Rittenmeyer’s appointment as the Company’s Chief Executive Officer, the Board granted a waiver of the two board limit applicable to chief executive officers. In approving the waiver, the Board noted that Mr. Rittenmeyer’s prior experience as a chief executive officer and his prior tenure on the Board, as well as his assessment of the time commitments required by his other public company boards, would not impede his ability to serve on the Company’s Board. Since becoming Chief Executive Officer, Mr. Rittenmeyer has consistently demonstrated his ability as a strong leader of the Company and his commitment to being a highly engaged member of the Board.

Director Independence

Under our Corporate Governance Principles, at least two-thirds of the Board must consist of “independent” directors. The Board will not consider a director to be independent unless the Board affirmatively determines that the director has no material relationship with Tenet, and the director otherwise qualifies as independent under the corporate governance standards of the NYSE. The Board reviews each director’s independence at least annually and has made the affirmative determination that each of our current non-employee directors (Kerrey, Bierman, Byrnes, Fisher, Gaines, Garrison, Kangas, Mark, Pettingill, Romo and Wilver) has no material relationship with the Company and is independent. All members of our Board during the past 12 years have been independent directors with the exception of the two individuals that have served as our Chief Executive Officer during this time period.

In making its independence determinations, the Board broadly considers all relevant facts and circumstances and, in particular, looks closely at the organizations with which each director has an affiliation. If a director or member of the director’s immediate family has a material relationship with the Company, the Board reviews the interest to determine if it would preclude an independence determination.

The Audit Committee, Human Resources Committee and Governance Committee are comprised exclusively of independent directors as required by the NYSE. Also, all directors serving on the Audit Committee meet the more stringent independence standards for audit committee members required by the Securities and Exchange Commission (“SEC”). In addition, the Human Resources Committee is composed exclusively of “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All directors serving on the Human Resources Committee meet the more stringent independence standards for compensation committee members required by the NYSE.

Most recently, Senator Kerrey participated in in-person engagement meetings with a number of our significant shareholders to discuss and seek feedback on various matters regarding the Company’s strategy and governance practices, establishing a direct line of communication between shareholders and independent members of our Board. Following those discussions, Senator Kerrey shared the feedback with the full Board and incorporated the feedback into the decision-making process for the Board’s recent actions.

Board and Committee Organization and Responsibilities

Board Meetings and Attendance

We are governed by our Board. Members of our Board are kept informed of our business through discussions with our Chief Executive Officer and other senior officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. Directors are also encouraged to attend continuing education courses relevant to their service on the Company’s Board. Significant business decisions are generally considered by the Board as a whole. The Board met 19 times during 2017. The Board regularly meets in executive sessions. Mr. Rittenmeyer is considered an employee director and all other directors are considered non-employee directors.

Each incumbent director who served during 2017, other than Mr. Fisher, participated in at least 75% of the aggregate meetings of the Board and the committees on which he or she served during the period he or she served as a director and committee member. Prior to Mr. Fisher’s appointment to the Board in November 2017, he informed the Board that he would not be able to participate in the Board’s regularly scheduled December board and committee meetings; he did, however attend the one special board meeting held in 2017 after his appointment. All Board members are encouraged to attend our annual meeting of shareholders. All 12 of the directors elected at last year’s annual meeting were in attendance at the 2017 Annual Meeting.

Committees

The Board has delegated certain responsibilities to the following standing committees: Audit Committee, Human Resources Committee, Governance Committee, and Quality, Compliance & Ethics Committee (“QCE Committee”). The following table identifies the current members of each of our committees.

Each of the Board’s committees operates under a written charter that is reviewed and approved annually by the respective committee. The charters are available for viewing in the “Corporate Governance” section under the “For Investors” tab on our website at www.tenethealth.com. The Board and each committee may from time to time retain independent advisors and consultants, at the Company’s cost, to assist the directors in carrying out their responsibilities.

On March 5, 2018, Tenet amended its bylaws to eliminate the Executive Committee as a standing committee of the Board. The Executive Committee had been authorized to exercise the powers of the full Board in the management of Tenet’s business and affairs when the Board was not in session. The Executive Committee was rarely convened and rarely took action over the past decade. Tenet eliminated the Executive Committee as a standing committee of the Board to underscore its commitment to a full, deliberative Board process.

Human Resources Committee Interlocks and Insider Participation

During 2017, directors Fisher (beginning November 28, 2017), Gaines, Pettingill, Rittenmeyer (until August 31, 2017), Romo (beginning November 8, 2017) and Wilver served on the Human Resources Committee. No member of the Human Resources Committee was at any time during 2017 or at any other time an officer or employee of the Company, and no member had any relationship with the Company requiring disclosure as a related-party transaction under “Certain Relationships and Related Person Transactions” on page 19 of this Proxy Statement. None of our executive officers has served on a board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board of Directors or Human Resources Committee during 2017.

Role of Board and its Committees in Risk Oversight

The primary responsibility for the identification, assessment and management of the various risks that we face belongs with management. The Board’s oversight of these risks occurs as an integral and continuous part of the Board’s oversight of our business. The Board receives regular reports from the heads of our principal business and corporate functions that include discussions of the risks involved in their respective areas of responsibility. The Board is routinely informed of developments that could affect our risk profile or other aspects of our business. Among other things, the Board has requested that the Company’s management and its internal and external legal counsel advise it promptly of any material developments relating to litigation, regulatory proceedings and investigations and compliance issues. The Board considers the oversight of regulatory and litigation risk to be one of its highest priorities. In addition, the Board has identified the oversight of cybersecurity risks to be one its priorities and receives regular reports from the Company’s management on the security of the Company’s information technology systems.

The Board is kept informed of its committees’ risk oversight and other activities primarily through reports of the committee Chairs to the full Board. These reports are presented at every regular Board meeting. As risk-related issues sometimes overlap, committees hold joint meetings where appropriate while addressing certain issues at the full Board level. In addition, as part of its annual self-evaluation process, the Board discusses and evaluates its ongoing role in enterprise risk oversight.

Role of Audit Committee in Risk Oversight

Our Audit Committee is primarily responsible for overseeing risk management processes relating to our accounting practices, financial reporting, corporate finance and general business operations. Among other responsibilities, the Audit Committee:

Role of Quality, Compliance & Ethics Committee in Risk Oversight

Our QCE Committee is primarily responsible for overseeing our assessment and management of regulatory and compliance risk and also reports regularly to the full Board. In particular, the QCE Committee:

Role of Human Resources Committee in Risk Oversight

Our Human Resources Committee is responsible for assessing our compensation policies and practices relative to all our employees, including non-executive officers, to determine if the risks arising from these policies and practices are reasonably likely to have a material adverse effect on the Company. In performing its duties, the Human Resources Committee meets at least annually with our management and the Human Resources Committee’s independent compensation consultant to review and discuss potential risks relating to our employee compensation plans and programs. The Human Resources Committee reports to the Board on a regular basis any risks associated with our compensation plans and programs, including recommended actions to mitigate such risks.

The Human Resources Committee has determined that there are no risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. This finding is based upon the Human Resources Committee’s ongoing review of our compensation programs and practices, the mechanisms in our compensation plans and programs intended to reduce the risk of conduct reasonably likely to have a material adverse effect on our company, and an overall risk assessment of such programs. Among other things, the Human Resources Committee has reviewed our pay philosophy, balance of cash and equity compensation, balance of long-term and short-term performance periods of our plans and programs, and the use of our “balanced” approach to annual incentive compensation (which rewards employees based on a broad range of financial and operational metrics and Company initiatives as opposed to a single target). The Human Resources Committee has also considered our equity grant administration policy, stock ownership guidelines, incentive pay policies on clawbacks and bonus modifiers, as well as our internal financial reporting and regulatory compliance procedures.

Policies on Ethics and Conduct

Standards of Conduct

All of our employees, including our Chief Executive Officer, Chief Financial Officer and Controller, are required to abide by Tenet’s policies on business conduct summarized in our Standards of Conduct to ensure that our business is conducted in a legal and ethical manner. The members of our Board of Directors and all of our contractors having functional roles similar to our employees are also required to abide by our Standards of Conduct. Tenet’s policies form the foundation of a comprehensive compliance program that includes compliance with corporate policies and procedures, extensive training, robust auditing and monitoring, an open relationship among colleagues to foster good business conduct, and a high level of integrity. Our policies and procedures cover all major areas of professional conduct, including quality patient care, compliance with all applicable laws and regulations, appropriate use of our assets, protection of patient information, avoidance of conflicts of interest and employment practices.

Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of Tenet’s policies on business conduct. Retaliation against any employee who in good faith seeks advice, raises a concern, reports misconduct, or provides information in an investigation is strictly prohibited. The full text of our Standards of Conduct is published in the “Our Commitment To Compliance” section under the “About Us” tab on our website at www.tenethealth.com. In addition, amendments to the Standards of Conduct and any grant of a waiver from a provision of the Standards of Conduct requiring disclosure under applicable SEC rules will be disclosed at the same location as the Standards of Conduct on our website at www.tenethealth.com.

As part of the program, we provide annual ethics and compliance training sessions to every employee, as well as our Board and certain physicians and contractors.

Quality, Compliance & Ethics Program Charter

We operate our ethics and compliance program through a Quality, Compliance & Ethics Program Charter, which has been approved by our QCE Committee. The charter requires all Company employees and many of our contractors to:

Our Quality, Compliance & Ethics Program Charter may be found in the “Our Commitment To Compliance” section under the “About Us” tab on our website at www.tenethealth.com.

Certain Relationships and Related Person Transactions

Our written Standards of Conduct require all employees, including our executive officers and members of our Board, to report conflicts of interest and also those situations in which there may be the appearance of a conflict of interest. The full text of our Standards of Conduct is published on our website at www.tenethealth.com, and a description of our policies on ethics and conduct can be found above. In the event that a related person transaction (as defined under the SEC rules) involving Tenet or its subsidiaries is identified, our policy is to require that any such transaction be reviewed and approved by the Governance Committee, which is comprised entirely of independent directors. Under SEC rules, a related person is a director, executive officer, nominee for director, or 5% shareholder of Tenet, and their immediate family members. There were no “related person” transactions that require disclosure under the SEC rules since the beginning of our last completed fiscal year.

Communications with the Board of Directors by Shareholders and Other Interested Parties

Shareholders may communicate with the Board of Directors by email to boardofdirectors@tenethealth.com or by writing to the Board in care of Paul A. Castanon, Corporate Secretary, Tenet Healthcare Corporation, 1445 Ross Avenue, Suite 1400, Dallas, Texas 75202. Shareholder communications will be reviewed internally to determine if the shareholder’s concern can best be addressed by referral to a Tenet department, such as Investor Relations. All other communications will be referred to the Corporate Secretary, who will determine if the communication should be brought to the attention of the full Board, the Chairman of the Board or a particular Board committee or Board member.

Other interested parties may make their concerns known to our non-employee directors by following the procedures for reporting concerns to the Audit Committee set forth in our Corporate Governance Principles, which are available on our website at www.tenethealth.com.

Compensation Plans Applicable to Directors

Stock Incentive Plans

Each non-employee director receives an annual award under our 2008 Stock Incentive Plan of RSUs that is meant to compensate the director for service on the Board beginning on the date of that year’s annual shareholders meeting and ending on the date of the following year’s annual shareholders meeting. These grants are typically made on the first business day following the annual shareholders meeting and vest immediately on the grant date. Beginning with the 2015 annual grants, a mandatory post-vest holding period of three years was applied to the annual RSU awards and such awards will be settled in shares of our common stock on the third anniversary of the date of grant (unless deferred under the Special RSU Deferral Plan, discussed below).

On the last trading day of any month in which a new non-employee director is elected to the Board, the director receives a grant of that number of RSUs equal to $65,000 divided by the NYSE closing price per share of our common stock on the date of the grant. These one-time awards vest immediately on the grant date and are settled in shares of our common stock within 60 days of the termination of the director’s service on the Board.

Special RSU Deferral Plan

We adopted the Special RSU Deferral Plan to permit directors to elect to defer the settlement of their annual RSU grants under the 2008 Stock Incentive Plan for a period of five years as provided under the terms of the award agreement. In the event of a change of control of the Company, the RSUs will be settled on the subsequent deferral date irrespective of whether the underlying award agreement would provide for earlier settlement by reason of such change in control. As of the record date, Richard R. Pettingill was our only director that had elected to defer settlement of certain RSU grants pursuant to the terms of the Special RSU Deferral Plan.

2006 Deferred Compensation Plan

Under our 2006 Deferred Compensation Plan (the “2006 DCP”), directors and eligible employees may defer all or a portion of their compensation paid during a given calendar year. For directors, compensation is defined as cash compensation from retainers, meeting fees and committee fees. None of our non-employee directors participated in the 2006 DCP in 2017. A more complete description of the 2006 DCP can be found under “Nonqualified Deferred Compensation—Deferred Compensation Plans” beginning on page 51.

Director Stock Ownership and Retention Requirements

The Board has adopted stock ownership and retention requirements that require each non-employee director with more than one year of service on the Board to own shares of our stock. In addition, each non-employee director is required to own shares of our stock with a value equal to five times the annual cash retainer within five years after the date on which the director joins the Board. Directors who have not satisfied their ownership requirements must retain 100% of any “net shares” received upon the exercise of stock options and the vesting of restricted stock or RSUs until such time as the requirements are met. For this purpose, “net shares” means the number of shares received upon exercise of stock options or upon vesting of restricted stock or RSUs less the number of shares sold or deducted to pay the exercise price (in the case of options), withholding taxes and any brokerage commissions. A detailed discussion of these requirements can be found under “Stock Ownership and Retention Requirements” beginning on page 42. As of the record date, all of our non-employee directors were in compliance with the requirements.

Securities Ownership of Certain Shareholders

Based on reports filed with the SEC, each of the following entities owns more than 5% of our outstanding common stock. We know of no other entity or person that beneficially owns more than 5% of our outstanding common stock.

We believe that these results reflect the significant efforts by our new leadership team, and by all our employees, to transform the culture of Tenet, to directly address key obstacles and challenges, and to build positive and sustainable momentum in the Company’s performance.

Recent Compensation Program Changes and 2017 Say-on-Pay Vote

In response to feedback from our investors and as part of the Human Resources Committee’s ongoing review and refinement of Tenet’s executive compensation program in recent years, the Committee made several significant changes to the executive compensation program for 2016 and 2017. A summary of key changes is included below:

2016 Program Changes

2017 Program Changes

2017 Say-on-Pay Vote

At our 2017 annual meeting of shareholders, our shareholders approved our executive compensation program for 2016, with approximately 72.6% of votes cast in favor of our “say-on-pay” proposal. The Human Resources Committee fully acknowledged that the “say-on-pay” result required action to be taken in response. Broader shareholder feedback, including the results of this vote, were a factor in the Board and management team taking foundational steps towards transforming the Company, including implementing the following changes for 2017:

As the Company progresses through the current transformation, the Human Resources Committee will continue to review and refine the Company’s executive compensation design and governance practices, incorporating shareholder feedback into its decision-making processes.

Compensation Elements and Links to Performance

The following table outlines the primary components of our NEOs’ 2017 compensation packages (other than Mr. Rittenmeyer, as discussed below):

2017 Leadership Transition

Mr. Rittenmeyer’s Compensation Arrangements

In connection with Mr. Rittenmeyer’s appointment as Executive Chairman on August 31, 2017, the Human Resources Committee approved an annualized base salary of $500,000 and an award of performance-based stock options with a grant date fair value of $2.3 million. Such stock options will only become exercisable if the average closing price per share of the Company’s common stock is at least $20.53 for any 30 consecutive trading days, which average closing price represents a price at least 25% above the closing price of the stock as of the grant date ($16.43). Mr. Rittenmeyer was not a participant in the Company’s 2017 Annual Incentive Plan or Executive Severance Plan.

In connection with his appointment as Chief Executive Officer in early November 2017, the Human Resources Committee raised Mr. Rittenmeyer’s annual base salary to $2.9 million, retroactive to the date he became principal executive officer. In making this change, the Human Resources Committee evaluated Mr. Rittenmeyer’s performance through early November 2017, compensation levels of Mr. Fetter and

peer group chief executive officers, and took into consideration that Mr. Rittenmeyer would not be eligible for an annual bonus, with the understanding that Mr. Rittenmeyer’s ongoing compensation package would be re-evaluated as part of the Human Resources Committee’s normal compensation-setting process in early 2018.

For additional information, see “2017 Compensation Decisions Related to Leadership Transition—Mr. Rittenmeyer’s Compensation Arrangements” on page 36.

Mr. Fetter’s Separation Arrangements

Concurrently with Mr. Fetter’s resignation, the Company entered into a Separation Agreement and Release with Mr. Fetter pursuant to which he receives benefits consistent with a termination without cause under the Executive Severance Plan and other employee benefit plans as described below under “Potential Payments Upon Termination or Change of Control—Mr. Fetter’s Separation Agreement and Release.” In addition, the Separation Agreement provides Mr. Fetter with the opportunity to continue to vest in all outstanding unvested LTI awards and to exercise vested or vesting stock options for three years following his termination, subject to both the Company’s actual performance against existing, pre-established performance criteria and his compliance with certain restrictive covenants, including non-competition and non-solicitation covenants. The Board approved these terms based on the recommendation of the Human Resources Committee’s independent compensation consultant regarding the value of the restrictive covenants and continued alignment of Mr. Fetter’s interests with the Company’s longer-term success, including a successful leadership transition.

For additional information, see “2017 Compensation Decisions Related to Leadership Transition—Mr. Fetter’s Separation Arrangements” on page 36.

2018 Compensation Decisions

For 2018, none of the current NEOs received any increase in base salary, target bonus adjustment or increase in annual LTI award value. With respect to the 2018 annual and long-term incentive programs, the Human Resources Committee took the following actions in 2018.

Mr. Rittenmeyer’s Employment Agreement

On March 24, 2018, Tenet entered into an employment agreement with Ronald A. Rittenmeyer as the Company’s Executive Chairman and Chief Executive Officer (the “Employment Agreement”). The Employment Agreement provides that Mr. Rittenmeyer will serve as the Company’s Executive Chairman and Chief Executive Officer for the two-year period beginning March 1, 2018 and concluding February 28, 2020 (the “Term”), subject to earlier termination in accordance with the terms of the Employment Agreement.

In determining the compensation to offer to Mr. Rittenmeyer for his service as our Executive Chairman and Chief Executive Officer during the two-year duration of the Employment Agreement, the Human Resources Committee determined to target Mr. Rittenmeyer’s annual direct compensation at approximately the 25^th percentile of our peers, which is consistent with the recommendation of the Company’s independent compensation consultant.

The Employment Agreement provides that Mr. Rittenmeyer will receive an annualized base salary of $1,200,000 for his services as the Executive Chairman and Chief Executive Officer. In addition, Mr. Rittenmeyer will receive an award of restricted stock units with a grant date fair value equal to $7,000,000 and an award of restricted cash equal to $7,000,000, both of which will vest in equal quarterly installments over the two-year term. The Human Resources Committee determined that, based on the recommendation of the Company’s independent compensation consultant, these incentive awards should be subject to time-based vesting, recognizing that two years is too short to set meaningful long-term performance goals especially in light of the Company’s current period of transition. Mr. Rittenmeyer will also participate in the AIP, but will not be covered by Tenet’s Executive Severance Plan or receive additional LTI grants.

Upon certain terminations of Mr. Rittenmeyer’s employment with the Company, the Employment Agreement provides that Mr. Rittenmeyer will be entitled to receive, subject to his execution of a release of claims in favor of the Company, (1) accrued but unpaid base salary through the date of termination, (2) reimbursement for unreimbursed business expenses incurred through the termination date, (3) payment of any earned but unpaid AIP bonus for the year prior to the year in which the termination of employment occurs, (4) a lump sum payment equal to the amount of base salary that remains payable through the conclusion of the Term, (5) a pro-rata AIP bonus for the year in which the termination of employment occurs, (6) a lump sum payment equal to the AIP bonus Mr. Rittenmeyer would have had the opportunity to earn for the

remainder of the Term, with such lump sum based on actual performance for the performance period in which Mr. Rittenmeyer’s employment occurs, and target performance for any remaining performance period thereafter during the Term, (7) accelerated vesting and settlement of all outstanding unvested restricted stock units and restricted cash, and (8) continued coverage under the Company’s health and welfare plans through the end of the Term. The severance and other post-termination benefits provided to Mr. Rittenmeyer recognize our commitment to a two-year employment term, and offer Mr. Rittenmeyer protection through a period of transition, without providing Mr. Rittenmeyer any additional or supplemental termination packages or change in control-related benefits.

Pursuant to the Employment Agreement, Mr. Rittenmeyer is bound by perpetual confidentiality and nondisparagement covenants. The Employment Agreement also contains non-competition and non-solicitation of employees covenants that apply for the duration of Mr. Rittenmeyer’s employment with the Company and for one year thereafter.

Sound Compensation Governance and Practices

We maintain the following compensation-related governance best practices that support our compensation philosophy and alignment of pay and performance for our NEOs.