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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

 

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April 23, 2014

Dear Fellow Stockholders:

It is my pleasure to invite you to attend the 2014 Annual Meeting of Stockholders, which is to be held on Tuesday, June 3, 2014 at 3:00 p.m. Central Daylight Time at the LifePoint Hospital Support Center, 330 Seven Springs Way, Brentwood, Tennessee 37027. The Annual Meeting is your opportunity to hear first-hand about LifePoint's priorities, challenges and opportunities. More importantly, it is your opportunity to have a say. I encourage you to sign and return your proxy card or vote by telephone or internet prior to the meeting to ensure that your voice is heard. You can find voting instructions on page 11.

Stockholder Outreach and Engagement.    At last year's annual meeting, we were disappointed that our advisory "say-on-pay" proposal received the support of less than a majority of stockholders, a significant decrease from the previous year. Over the past year, we spoke with investors and other stakeholders to gain a deeper understanding of your opinions about our executive compensation. In response to this feedback, we made several modifications to our executive compensation program, including the utilization of relative total shareholder return as the sole performance metric for our performance-based restricted stock units, which account for the majority of our executives' long-term compensation. We believe these changes are responsive to the feedback we received and reinforce the link between the interests of our executive officers and our stockholders.

Board Refreshment.    Earlier this month, we were pleased to welcome Reed V. Tuckson, M.D. to our Company's Board of Directors. Dr. Tuckson has a wealth of experience as a healthcare executive and an in-depth knowledge of corporate governance and public policy that will add a valuable perspective and further strengthen our Board of Directors.

Sustainability.    At LifePoint, it is important that we add value not only to the communities we serve, but across our industry. In 2013, we were proud to present our first sustainability report, which outlines our commitment to our stakeholders and describes the ways our Company works to be a responsible corporate citizen. The sustainability report is available on our website at www.LifePointHospitals.com. We look forward to regularly updating the report regarding our continuing sustainability efforts.

Challenges and Opportunities.    During 2013, we, like other healthcare providers and hospital operators, faced numerous challenges, including pressures on reimbursement, pressures to control costs while maintaining quality, and pressures to augment and develop service lines that meet our communities' needs while helping maintain or build market share. We met these challenges and laid the groundwork that we believe will lead to greater success in the years ahead by continuing to execute a focused plan built around our four strategic priorities: growth, delivery of high quality care and service to our patients, consistent operational excellence and investments in our people.

Growth.    With the flexibility and liquidity enabled by one of the strongest balance sheets in the industry, we continued to pursue opportunities to grow in our existing markets in 2013 and to expand our presence into new ones. During 2013, we completed four acquisitions. Through The Regional Health Network of Kentucky and Southern Indiana, our partnership with Norton Healthcare, we acquired Scott Memorial Hospital in Scottsburg, Indiana. In addition, LifePoint acquired Bell Hospital in Ishpeming, Michigan and a majority ownership interest in each of Portage Health in Hancock, Michigan and Fauquier Health in Warrenton, Virginia. In addition to hospital

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acquisitions, we continued to add or expand service lines in specialized areas such as cardiology, oncology, surgery and imaging.

High Quality Care and Service to Our Patients.    Quality care and service are the highest priorities throughout our Company. Our patient service and satisfaction scores continue to improve. With the simultaneous imperatives to reduce costs while improving the quality and efficiency of care, Duke LifePoint Healthcare, our innovative partnership with Duke University Health System that combines Duke's quality and clinical expertise with LifePoint's operational expertise and financial resources, has become a national model for transforming the delivery of care. In 2013, we announced the appointment of our National Physician Advisory Board ("NPAB"), which is comprised of a cross section of employed and independent physicians from a range of geographic locations throughout the Company. Led by Dr. Russell Holman, our Chief Medical Officer, the NPAB provides strategic guidance to the Company on efforts relating to enhanced clinical quality, physician engagement and innovative models of healthcare delivery.

Consistent Operational Excellence.    Our operating margins have historically ranked among the highest in our industry and our overall performance for 2013 produced solid revenue growth and profits. We ended 2013 with a 40% increase in our share price and reported revenues from continuing operations of $3.7 billion, an increase of 8.4% from 2012. By taking advantage of financial incentives to implement electronic health records and meeting federal "meaningful use" criteria, we achieved an additional $64.1 million in income in 2013 from Centers for Medicare & Medicaid Services ("CMS"). We also are capitalizing on the opportunities that the Affordable Care Act has created by participating in an exchange product in all of our markets at near commercial rates for almost all the exchange plans. In addition, we have developed strategies to maximize enrollment on the exchanges and have 280 certified application counselors across all of our hospitals to help people in our communities understand their options and enroll efficiently.

Investment in Our People.    In a rapidly evolving healthcare environment, it is critically important that we recruit and retain exceptional people at all levels of our organization. In August 2013, we announced the promotion of Leif Murphy to Chief Financial Officer ("CFO"). As a 20-year veteran of the healthcare industry with considerable experience in finance, growth, operations and executive leadership, Mr. Murphy brings a unique skill set and extensive industry knowledge to his new position. In his role as Chief Development Officer, which he will continue to maintain in addition to his CFO responsibilities, he has played a leading role in managing and overseeing our growth and development strategy. We look forward to our Company's continued success under the financial leadership of Mr. Murphy.

More Challenges and Opportunities Ahead.    Building a coordinated network of care and integrating new hospitals into that network require both deep expertise and great attention to small details. Our team has consistently demonstrated the ability to translate this successful model into an operation that lives up to its rich promise for hospitals and communities. That track record in turn gives us a distinct advantage going forward. In 2013, we made solid progress in terms of strengthening our business and increasing our value to all of our stakeholders and we entered 2014 with both excitement and confidence about the future of our business. We continue to believe that by executing on our four strategic priorities, we will achieve our mission of Making Communities Healthier® and create long-term value for our stockholders.

Thank you for your interest and investment in LifePoint Hospitals.

Sincerely yours,

WILLIAM F. CARPENTER III

Chairman and Chief Executive Officer

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NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of LifePoint Hospitals, Inc. (the "Company") will be held at the LifePoint Hospital Support Center, 330 Seven Springs Way, Brentwood, Tennessee 37027, on Tuesday, June 3, 2014 at 3:00 p.m. Central Daylight Time. The purposes of the meeting are to:

1.

Elect three nominees as Class III directors of the Company;



2.

Ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014;



3.

Approve, on a non-binding advisory basis, compensation of the Company's named executive officers;



4.

Approve the material terms of the performance goals under the Company's Executive Performance Incentive Plan; and



5.

Transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Board of Directors set April 11, 2014 as the record date for the meeting. This means that stockholders of record of shares of common stock of the Company as of the close of business on that date are entitled to receive this notice of the Annual Meeting and to vote at the Annual Meeting and at any adjournments or postponements of the Annual Meeting.

We will make available a list of stockholders of record as of the close of business on April 11, 2014 for inspection by stockholders for any purpose related to the meeting during normal business hours from May 23, 2014 to June 2, 2014 at the Company's principal place of business, 330 Seven Springs Way, Brentwood, Tennessee 37027. The list will also be available to stockholders for any such purpose at the meeting.

By Order of the Board of Directors,

CHRISTY S. GREEN
Vice President, Associate General Counsel
   and Corporate Secretary

April 23, 2014

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Proxy Summary
 

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting. For more information about the Company's business and details about the Company's 2013 performance highlights and the financial measures mentioned in this Proxy Statement, including an explanation and reconciliation of "Adjusted EBITDA" (a non-GAAP measure), which we define as earnings before depreciation and amortization; interest expense, net; debt extinguishment costs; impairment charges; provision for income taxes; (income) loss from discontinued operations, net of income taxes; and net income attributable to noncontrolling interests, please see the Annual Report on Form 10-K for the year ended December 31, 2013 (the "2013 Annual Report on Form 10-K"), particularly the sections entitled "Business," "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," available on the Company's website.

2013 Financial Highlights (page 29)

In 2012, we received a one-time "rural floor" settlement from Medicare related to historic underpayments (the "2012 rural floor settlement") which increased revenues by $33.0 million and increased adjusted EBITDA by $27.0 million for a net impact of $0.35 per diluted share. The table below reflects 2013 results as compared to both 2012 results and 2012 results that have been adjusted to exclude the impact of the 2012 rural floor settlement.

Consideration of 2013 Say-on-Pay Vote

At our Annual Meeting of Stockholders in June 2013 a minority of our stockholders who voted at the annual meeting (43.20%) voted in favor of our "say-on-pay" proposal. This was in sharp contrast to the prior year when the majority of our stockholders who voted at the annual meeting (85.08%) voted in favor of the Company's "say-on-pay" proposal. In response to the 2013 voting results, the Company engaged in direct dialogue with its stockholders to determine the reason for this negative vote. During these one-on-one conversations, the Company spoke with over 35 stockholders, including its top institutional stockholders, representing over 65% of the Company's outstanding Common Stock.

The Compensation Committee used this stockholder feedback to shape its subsequent deliberations about the Company's executive compensation program and dedicated substantial time considering how to restructure the program to address stockholders' concerns. Following these deliberations the Committee implemented significant changes. Beginning in 2014, the program now:

•

measures Company performance over a three-year period before any performance-based restricted stock units ("RSUs") vest;

•

links the amount of performance-based RSUs earned after the three-year performance period to the Company's total shareholder return ("TSR") relative to the S&P GICS Sub-Industry: Healthcare Facilities with over $500 million in revenues ("TSR Peer Index"); and

•

uses short-term compensation metrics that are distinct and dissimilar from the new long-term compensation criteria.

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Recent Changes to Executive Compensation Program (page 33)

The key enhancements our Compensation Committee made to our 2014 executive compensation program include the following:

•

Aligned long-term executive performance compensation with long-term stockholder value — Elected to utilize relative TSR as the sole performance metric to determine what amount, if any, of the performance-based RSUs will be earned by the Company's named executive officers ("Named Executive Officers" or "NEOs").

•

Changed long-term incentive criteria — Tied a majority of the NEOs' target long-term compensation (performance-based RSUs) to the Company's three-year annualized TSR compared to the TSR Peer Index.

•

Increased performance period for RSUs — The performance-based RSUs will be earned only after the three-year performance period and only if the Company meets or exceeds the established three-year annualized TSR thresholds.

•

Limited potential overlap of performance targets for annual cash incentive versus long-term incentives — Payout of annual cash incentive award will be based on achievement of annual financial and operational targets while vesting of performance-based RSUs will be tied solely to three-year annualized TSR relative to the TSR Peer Index.

The impact of these changes will not be reflected in the executive officer compensation tables until 2014 executive compensation is reported in the 2015 Proxy Statement.

2013 Executive Compensation Program Highlights (page 31)

The Company's executive compensation program is designed to ensure an appropriate linkage between executive pay, Company performance and stockholder results. 2013 total direct compensation included the following elements:

•

Base Salary — NEO base salaries did not increase in 2013, except that Mr. Murphy received an increase upon his promotion to Chief Financial Officer in September.

•

Annual Cash Incentive Award — NEOs earned only a portion (52%) of their target Annual Cash Incentive Award since the Company met some, but not all, of its 2013 performance targets.

•

Performance-Based RSUs — 2013 performance-based RSUs remain unearned since neither financial performance target was achieved in 2013.

•

Stock Options — One-third of options granted in 2013 vested in February 2014.

The charts below illustrate the percentage breakdown of 2013 total direct compensation for the CEO and the average total direct compensation of 2013 NEOs who continue to serve as officers in 2014. Consistent with our pay-for-performance philosophy, approximately 88% of the CEO's total direct compensation and an average of approximately 82% of the average total direct compensation of the other NEOs was performance-based.

* The percentages shown are based on grant-date fair value; however, the performance-based RSUs remain unearned since the performance targets set for them were not achieved in 2013. One-third of the options granted vested in February 2014, however, none have been exercised.

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Executive Compensation Practices

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2013 Governance Highlights (page 19)

We regularly review our corporate governance practices to ensure effective collaboration of management and our Board to yield the best possible value for stockholders. Highlights of our governance approach include:

Recent Updates

>    Addition of independent director in April 2014

>    Modifications to our executive compensation program (see page 33 for details)

>    Publication of the Company's first Sustainability Report in October 2013 (see page 22 for details)

Board of Directors

>    Independent Lead Director

>    Nine Directors; eight are independent

>    Committee members are independent (except Quality Committee, which is chaired by our CEO)

>    Executive sessions of independent Directors at each regularly-scheduled meeting

>    All Directors attended over 95% of all Board and committee meetings in 2013

>    All Directors own Company stock in accordance with our stock ownership guidelines

>    Policy limiting membership on other public company boards

>    Regular succession planning

>    Regular Board and Committee self-assessments and individual Director evaluations

>    No former employees serve as Directors

Director Nominees and Continuing Directors (page 13)

The following table provides summary information about each Director Nominee and continuing Director. Directors are divided into Classes, with each Class serving a three-year term. Stockholders are voting on the Class III Directors who, if elected, will serve until the annual meeting in 2017.

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2014 Annual Meeting of Stockholders

Voting Matters and Board Recommendations

Important Dates for 2015 Annual Meeting of Stockholders (page 61)

•

Stockholder proposals submitted for inclusion in our 2015 proxy statement pursuant to SEC Rule 14a-8 must be received by us by December 24, 2014.

•

Notice of stockholder proposals to be raised from the floor of the 2015 Annual Meeting of Stockholders outside of SEC Rule 14a-8 must be received by us by March 5, 2015.

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Proxy Statement
 

As a holder of common stock ("Common Stock") of LifePoint Hospitals, Inc. (the "Company," "we," "us" or "our"), this Proxy Statement and the Annual Report to Stockholders for the Year Ended December 31, 2013 (the "Annual Report to Stockholders") are available to you on the Internet or, upon your request, will be delivered to you by mail or email in connection with the solicitation of proxies by the Board of Directors of the Company to be voted at the 2014 Annual Meeting of Stockholders to be held on Tuesday, June 3, 2014 at 3:00 p.m. Central Daylight Time at the LifePoint Hospital Support Center, 330 Seven Springs Way, Brentwood, Tennessee 37027 (the "Annual Meeting"), and at any adjournments or postponements thereof. Distribution of the Notice of Internet Availability of Proxy Materials is scheduled to begin on or about April 23, 2014.

Only owners of record of shares of Common Stock as of the close of business on April 11, 2014, the record date, are entitled to notice of, and to vote at, the Annual Meeting or at any adjournments or postponements of the Annual Meeting. Each owner of record on the record date is entitled to one vote for each share of Common Stock held. On April 11, 2014, there were 44,478,896 shares of Common Stock issued and outstanding.

You can ensure that your shares are voted at the Annual Meeting by submitting your voting instructions by telephone or by Internet, or if you requested a hard copy of the proxy materials, by completing, signing, dating and returning the proxy card accompanying the materials in the envelope provided to you. Submitting your voting instructions or proxy by any of these methods will not affect your right to attend and vote at the Annual Meeting. We encourage stockholders to submit proxies in advance of the Annual Meeting. A stockholder who gives a proxy may revoke it at any time before it is exercised by voting in person at the Annual Meeting, by delivering a subsequent proxy or by notifying the inspectors of election in writing of such revocation. If your shares of Common Stock are held for you in a brokerage, bank or other institutional account, you must obtain a proxy from that entity and bring it with you to hand in with your ballot in order to be able to vote your shares at the Annual Meeting.

 

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PROPOSAL 1: ELECTION OF DIRECTORS

Upon the recommendation of the Corporate Governance and Nominating Committee of the Board of Directors, which consists entirely of independent directors, the Company's Board of Directors has nominated three directors for election at the Annual Meeting to hold office until the annual meeting of stockholders in 2017 or until their successors have been elected and qualified.

Election of Directors
 

The Company's Board of Directors consists of nine members, eight of whom are independent. The Company's Amended and Restated Certificate of Incorporation provides that the Board of Directors shall be divided into three classes of as nearly equal size as possible. One-third of the directors are elected each year.

Director Nomination Process
 

Board Nominations

The Corporate Governance and Nominating Committee is responsible for identifying and evaluating nominees for any director position and for recommending to the Board of Directors a slate of nominees for election at each annual meeting of stockholders. Nominees may be suggested by directors, members of management, stockholders or, in some cases, by a third-party firm. The Corporate Governance and Nominating Committee will evaluate all potential nominees in the same manner.

Stockholder Nominations

The information required to be provided by a stockholder nominating a candidate for the Board of Directors is set forth in the Company's Fourth Amended and Restated By-Laws ("By-Laws"). The deadlines for timely submission by stockholders of persons for election as directors (other than persons nominated by or at the direction of the Board of Directors) at the 2015 annual meeting of stockholders is described in this Proxy Statement under the caption "Additional Information — Other Stockholder Proposals for Presentation at the 2015 Annual Meeting." The Corporate Governance and Nominating Committee will consider nominations by any Company stockholder of record who is entitled to vote at the applicable meeting and who has complied with the notice procedures set forth in the Company's By-Laws.

Nominations by stockholders of persons for election to the Board of Directors also may be made at a special meeting of stockholders if the stockholder's notice required by the Company's By-Laws is delivered not later than the close of business on the later of 90 days prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

Director Evaluations
 

Prior to nominating any director for additional terms, the Corporate Governance and Nominating Committee conducts an annual performance evaluation of the Board of Directors, its committees and the directors, including the Lead Director and the Chairman and Chief Executive Officer. As part of this process, Paul D. Gilbert, the Company's Executive Vice President, Chief Legal Officer and Corporate Governance Officer, interviews each director privately in an effort to identify any concerns that have not otherwise been identified in the evaluations. Additionally, the Corporate Governance and Nominating Committee receives a report from Mr. Gilbert regarding any matters of concern found through his review of detailed background checks conducted by a third party. The Corporate Governance and Nominating Committee also considers a number of subjective, objective, qualitative and quantitative factors before recommending any nominee to the Board of Directors.

Director Qualifications
 

The general experience, qualifications, attributes and skills established by the Corporate Governance and Nominating Committee for directors are included in the Company's Corporate Governance Standards, which may be found under the "Investor Relations — Corporate Governance" section of our website at

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www.LifePointHospitals.com. The Company believes that directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the stockholders. They must also have an inquisitive and objective perspective, practical wisdom and sound judgment. The Company endeavors to have a Board of Directors with diverse experience.

Information regarding each director's specific experience, qualifications, attributes and skills that led to the conclusion that the person should serve as a director of the Company is presented below.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" ALL OF THE NOMINEES.

Nominees for Election: Class III Directors — Term will expire in 2017
 

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Continuing Directors
 

Stockholders are not voting at this Annual Meeting on the election of Class I or Class II directors, who will continue to serve as directors until the annual meeting of stockholders in the year indicated or until their successors are elected and qualified.

Class I Directors — Term will expire in 2015
 

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Class II Directors — Term will expire in 2016
 

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DIRECTOR COMPENSATION

2013 Annual Compensation
 

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Certain information concerning the compensation of non-employee directors for 2013 is set forth in the table below. Mr. Carpenter, the Company's Chairman and CEO, does not receive compensation for serving as a member of the Board of Directors.

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(1)

Reflects the cash fees paid to each non-employee director. In addition to the annual cash retainer, Mr. Shell received an additional $125,000 for service as the Lead Director, Mr. Bier received $20,000 for service as chair of the Audit Committee, Mr. Evans received $15,000 for service as chair of the Compensation Committee, and Dr. Maupin received $10,000 for service as chair of the Corporate Governance and Nominating Committee. No cash fees were deferred in 2013.

(2)

Reflects the grant date fair value for RSUs granted under the 2013 Plan, in accordance with Accounting Standards Codification ("ASC") 718-10, "Compensation — Stock Compensation" ("ASC 718-10"). The assumptions used in calculating the values are set forth in Note 8 to the Company's financial statements included in the 2013 Annual Report on Form 10-K.

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CORPORATE GOVERNANCE

The governance structure of the Company is designed to enable the Board of Directors to be an active, collegial body that is prepared to make prompt, principled decisions, provide sound advice and counsel and monitor the Company's compliance efforts, risk management and performance. The key practices and procedures of the Board of Directors are outlined in the Corporate Governance Standards available under the "Investor Relations — Corporate Governance" section of the Company's website at www.LifePointHospitals.com. This section of our website also includes all of the Company's corporate governance materials, including

•

the Company's Amended and Restated Certificate of Incorporation and By-Laws;



•

the charters for each Board committee;



•

the Company's Code of Ethics and Code of Conduct;



•

the Company's Related Person Transactions Policies and Procedures;



•

the Company's Recoupment Policy;



•

the Company's Insider Trading Policy; and



•

the Company's Stock Ownership Guidelines.

Instructions for how to communicate with our Board of Directors is also included in this section of our website. The Board of Directors regularly reviews developments in corporate governance and updates our Corporate Governance Standards and other governance documents as it deems necessary and appropriate.

Board Leadership Structure
 

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Board Meetings and Committees
 

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The following table describes the current members of each of the committees and the number of meetings held during 2013.

Sustainability
 

The Company is committed to providing stakeholder value at all levels of our organization. To give insight into our operations and performance from a sustainability perspective, we published our first corporate sustainability report in 2013, covering the year ended December 31, 2012. The 2012 Corporate Sustainability Report is available on the Company's website under the "Investor Relations — Corporate Governance" section at www.LifePointHospitals.com.

Board Oversight of Risk
 

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Code of Conduct and Code of Ethics
 

Policies Against Hedging and Pledging
 

Our Insider Trading Policy prohibits hedging by the Company's directors, officers and all employees located at our Hospital Support Center. Margin loans and other pledge arrangements involving the Company's stock must be pre-approved by the Company's Chief Legal Officer on a case-by-case basis after consideration of the particular facts and circumstances of the request. No NEO or director of the Company currently has any such arrangement in place.

Independence and Related Person Transactions
 

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the disclosures contained in the section entitled "Compensation Discussion and Analysis" required by SEC Regulation S-K, Item 402(b) beginning on the following page. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the section entitled "Compensation Discussion and Analysis" be included in this Proxy Statement for the Annual Meeting and incorporated by reference in the Company's 2013 Annual Report on Form 10-K.

COMPENSATION COMMITTEE

Richard H. Evans, Chair
Gregory T. Bier
DeWitt Ezell, Jr.
Michael P. Haley
Marguerite W. Kondracke
John E. Maupin, Jr.
Owen G. Shell, Jr.

Dated: April 16, 2014

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary
 

This Compensation Discussion and Analysis provides a detailed description of our executive compensation philosophy and programs, the decisions of the Compensation Committee made under those programs and the factors considered in making those decisions. Specifically, this section focuses on the compensation paid to the Company's Named Executive Officers.

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2013 Company Performance
 

The Company, through its subsidiaries, operates general acute care hospitals primarily in non-urban communities in the United States. At December 31, 2013, we operated 60 hospital campuses in 20 states. The operating environment for healthcare companies continues to evolve and is impacted by factors such as the economy and healthcare reform. The discussion below highlights the impact of some of these factors on our operating results. By executing on our strategy and containing costs, the Company produced solid revenue growth and profits in 2013, despite a challenging healthcare environment.

Total Shareholder Return was 40% for 2013. Our Company ended 2013 with a market value of $52.84 per share, up from $37.75 per share at the end of 2012.

As discussed previously, the 2012 rural floor settlement increased revenues by $33.0 million and increased adjusted EBITDA by $27.0 million for a net earnings impact of $0.35 per diluted share. The charts below reflect the results for 2012 that have been adjusted to exclude the impact of the 2012 rural floor settlement. Unadjusted, our 2013 revenues increased by $286.5 million, or 8.4%, adjusted EBITDA decreased by $8.6 million, or 1.6%, and diluted EPS decreased $0.46, or 14.6%, from 2012.

Revenues increased by 9.5%, from $3,358.8 million to $3,678.3 million, as adjusted for the 2012 rural floor settlement.

Adjusted EBITDA increased $18.4 million, or 3.5%, from $518.6 million to $537.0 million, as adjusted for the 2012 rural floor settlement.

Diluted EPS decreased 3.9% in 2013 from $2.79 to $2.68, as adjusted for the 2012 rural floor settlement.

Growth

In 2013 we continued to pursue strategic acquisitions to penetrate larger, faster growing markets with a more diversified employer base. We made progress on several strategic initiatives aimed at expanding our footprint and establishing regional networks in key markets.

•

Effective January 1, 2013, we acquired Scott Memorial Hospital in Scottsburg, Indiana, our first acquisition through our partnership with Norton Healthcare.

•

Effective November 1, 2013, we acquired an 80% ownership interest in Fauquier Health, located in Warrenton, Virginia, expanding our footprint in the Commonwealth of Virginia.

•

Effective December 1, 2013, we acquired Bell Memorial Hospital, a critical access hospital in Ishpeming, Michigan, and an 80% ownership interest in Portage Health, located in Hancock, Michigan, strengthening the Company's presence in the Upper Peninsula of Michigan. The acquisition of these two facilities furthers the Company's strategic initiative to form regional networks.

COMPENSATION DISCUSSION AND ANALYSIS

2013 Executive Compensation Highlights
 

2013 NEO Compensation Summary

The charts below illustrate the percentage breakdown of 2013 total direct compensation (consisting of base salary, annual cash incentive award, stock options and performance-based RSUs) for each NEO who continues to serve as an officer in 2014. Consistent with our pay-for-performance philosophy, approximately 88% of the CEO's total direct compensation (and an average of approximately 82% of the total average direct compensation of the other NEOs) was performance-based.

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What We Pay and Why
 

The Company's total direct compensation to its NEOs consists of base salary, annual cash incentive awards and long-term equity incentive awards.

2013 Executive Compensation Program

The chart below provides a brief overview of the framework of our 2013 executive compensation program, with a more in-depth discussion of the results of the program following the chart.

2013 Base Salary

At its February 2013 meeting, the Compensation Committee made no changes to the NEO base salaries. In September 2013, the Compensation Committee increased Mr. Murphy's salary upon his promotion to Chief Financial Officer.

2013 Annual Cash Incentive Award

The Company's performance against each of the metrics within the Performance Criteria is analyzed separately, and the NEOs may earn more than or less than the Target Cash Incentive Award depending on performance relative to each of the metrics' targets, subject to minimum threshold achievements and maximum payouts for each Performance Criteria (the "Actual Cash Incentive Award"). With respect to specific Performance Criteria for 2013, 85% of the Target Cash Incentive Award of each NEO was based on the Company's actual financial performance against the metrics described in the table below. Additionally, the Quality metric, which constitutes 15% of the Target Cash Incentive Award, consisted of the following components: (i) 20% reduction in 30-day

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readmission rates compared to 2010; and (ii) 40% reduction in preventable harms (as defined by CMS) compared to 2010.

The table below sets forth each NEO's Target Cash Incentive Award and Actual Cash Incentive Award, which are percentages of the NEO's Base Salary. The Actual Cash Incentive Award is determined by multiplying the Target Cash Incentive Award by the total weighted payout shown in the previous table (52%).

2013 Long-Term Incentive Awards

Stock Option Awards.    In 2013, the Compensation Committee made its annual grant of stock option awards to the NEOs at its first regularly scheduled meeting in February. All stock option awards granted in 2013 to NEOs vest in three equal annual installments beginning on the first anniversary following the date of the grant and expire after 10 years. The regularly scheduled meetings of the Compensation Committee at which stock option awards are granted do not coincide with earnings releases or other periodic filings of the Company that may have a material effect on the stock price of the Company and are scheduled in advance without regard to those events. The Compensation Committee considers stock options to be performance-based because employees recognize value only if the market value of our Common Stock appreciates over time.

Performance-Based RSUs.    The 2013 grant of performance-based RSUs is conditioned upon (i) achievement by the Company during any one of the fiscal years 2013, 2014 or 2015 of either (a) Revenues of $3,706.8 million; or (b) Adjusted EBITDA of $561.2 million; and (ii) continued employment with the Company through February 21, 2016. At its February 2014 meeting, the Compensation Committee determined that the Company did not meet the established performance criteria for the 2013 grant of performance-based RSUs in fiscal year 2013 and the RSUs granted in 2013 remain unearned.

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Recent Changes to Executive Compensation Program

As discussed earlier, the Compensation Committee implemented significant changes to the Company's executive compensation program for 2014. These changes are highlighted in the chart below and are more fully described in the discussion following the chart. The impact of these changes will not be reflected in the executive officer compensation tables until 2014 executive compensation is reported in the 2015 Proxy Statement.

2014 Executive Compensation Program

(1)

Revenues goal will include net revenue for all facilities owned and operated prior to 12/31/2013, but not net revenue from acquisitions effective in 2014.

(2)

Adjusted EBITDA goal will include all facilities owned and operated prior to 12/31/2013; Adjusted Integration EBITDA goal will include 2014 actual EBITDA for assets acquired in 2012, 2013 and 2014, as compared to pro forma EBITDA developed by the Company for those assets at the time of their acquisition.

(3)

Quality goal aligns with the 2014 Hospital Engagement Network ("HEN") goal of a 35% absolute reduction in non-OB patient harm for a 60-day consecutive period in 2014 compared with 2010 YTD baseline. If the HEN goal is met, an additional 10% can be achieved upon completion of patient and physician satisfaction goals.

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Table of Contents

2014 Base Salary

At its February 2014 meeting, the Compensation Committee increased NEO base salaries as follows: Mr. Carpenter: — 5%; Mr. Dill — 4%; Mr. Murphy — 14%; Mr. Gilbert — 3%; and Mr. Bumpus — 13%. The Compensation Committee believed these increases were appropriate based on each executive's individual achievements in 2013 and, with respect to Messrs. Murphy and Bumpus, the fact that their base salaries were below the market median for comparable executives in the Peer Group described below on page 36.

2014 Annual Cash Incentive Award Changes

At its February 2014 meeting, the Compensation Committee determined to make certain changes to the Performance Criteria targets for the Annual Cash Incentive Award to more closely align NEO target compensation with the Company's financial and strategic goals and to limit potential overlap or redundancy in the measurement of the performance targets.

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Revenues does not include revenue realized from 2014 acquisitions.

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Adjusted Acquisition Revenues, which measures trailing 12 month revenues from 2014 acquisitions, is a separate and distinct goal.

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Adjusted EBITDA will only include the facilities owned and operated prior to December 31, 2013.

Performance-Based RSUs.    Also at its February 2014 meeting, the Compensation Committee granted performance-based RSUs that are conditioned upon the Company's three-year annualized TSR as of December 31, 2016 relative to the TSR Peer Index. The stock price average for the last 30 trading days in 2013 and for the last 30 trading days of 2016 will be used for determining the three-year annualized TSR during the performance period. The actual amount earned will be paid out as described in the table to the right, with any amounts over 100% up to 200% being paid out in cash in an amount equivalent to the number of units earned times the stock price on the date the Compensation Committee certifies the level of performance achieved.

COMPENSATION DISCUSSION AND ANALYSIS

The foundation of the compensation philosophy for all of the Company's employees generally is the vision of making it a place where employees want to work, guided by the Company's High Five Guiding Principles. The executive compensation program aligns with the High Five Guiding Principles and is designed to balance stockholder interests with the Company's need to retain and motivate executive talent. The goal of the Company's executive compensation program is to provide compensation to its executive management team that will allow the Company to recruit, retain and motivate the exceptional caliber of leaders necessary to deliver sustained high performance to stockholders, patients and the communities where the Company's hospitals are located. When setting executive compensation, the Compensation Committee seeks to incorporate the following objectives:

COMPENSATION DISCUSSION AND ANALYSIS

(1)

Market capitalization is calculated using the closing stock price on December 31, 2013 multiplied by the total number of shares outstanding on December 31, 2013, except that due to its September 27, 2013 fiscal year end, market capitalization for Varian Medical Systems, Inc. was calculated using the closing share price on December 31, 2013 and the total number of shares outstanding reported as of December 27, 2013.

(2)

Acquired by Community Health Systems, Inc. in the first quarter of 2014.

COMPENSATION DISCUSSION AND ANALYSIS

Role of the Compensation Committee

The Compensation Committee is responsible for overseeing the development and administration of the Company's compensation programs and practices.

The Chair of the Compensation Committee, currently Mr. Evans, has a significant role in determining the compensation recommendations made to the Compensation Committee for its consideration, and works closely with the Company's Executive Vice President and Chief Administrative Officer, Mr. Bumpus, and the independent compensation consultant in formulating such recommendations.

Factors and Steps in Setting Compensation

The compensation of individual NEOs is evaluated and set annually by the Compensation Committee. The Compensation Committee uses the compensation practices of the companies in the Peer Group to benchmark the compensation paid to the NEOs. In addition, the Compensation Committee also takes into account various factors, such as the Company's performance within the Peer Group, the unique characteristics of an individual's position, and any succession and retention considerations. When exercising its judgment in this regard, the Compensation Committee considers other factors including the following:

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Range of compensation for similar jobs and job levels in the market;

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Company financial performance;

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Company performance relative to non-financial goals approved by the Committee;

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Each NEO's experience, knowledge, skills and personal contributions; and

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Business climate, economic conditions and other factors.

The Compensation Committee recognizes that the NEOs have substantial operating history with the Company and other experience relevant to the execution of the Company's strategic initiatives and goals. As a result, when considering the retention risk posed by the compensation decisions made with respect to each NEO, the Compensation Committee takes into account the disruption that could be caused by the unplanned departure of one or more NEOs, including the time required for any successor to fully transition into his or her duties, and the costs required to replace an NEO (or fill the

position vacated by his or her internal successor) with an external candidate. The Compensation Committee also takes into account whether each NEO is, in its judgment, fairly compensated and sufficiently incentivized to remain with the Company. In addition, the Compensation Committee takes into consideration that approximately one-third of the Peer Group, including all of the other major hospital operators, provide meaningful "employer paid" supplemental retirement plans, which the Company does not.

Allocation of Compensation Elements and Tally Sheets

The Compensation Committee considers the forms in which total compensation will be paid to executive officers and seeks to achieve an appropriate balance between base salary, annual cash incentive awards and long-term incentive awards. The Compensation Committee determines the size of each element based primarily on Peer Group data and individual and Company performance. The percentage of compensation that is contingent on achievement of performance criteria typically increases in correlation to an NEO's responsibilities within the Company, with at-risk performance-based incentive compensation making up a greater percentage of total compensation for the most senior executive officers. The Compensation Committee believes that total compensation should be targeted within the range of compensation for comparable executives at companies in the Peer Group, and that it should also take into account other relevant factors such as the NEO's unique roles and responsibilities, his or her performance over a period of years, experience, results and internal equity. Accordingly, the compensation of an NEO may be above or below the median of the applicable range of compensation paid by our Peer Group.

The Compensation Committee uses tally sheets to review the compensation of the NEOs, which show the cumulative impact of all elements of compensation. These tally sheets include detailed information and dollar amounts for the last three years for each component of compensation, the value of all equity granted to each NEO, and the value of welfare and retirement benefits and severance payments. Tally sheets provide the Compensation Committee with the relevant information necessary to determine whether the balance between long-term and short-term compensation, as well as fixed and variable

COMPENSATION DISCUSSION AND ANALYSIS

compensation, is consistent with the overall compensation philosophy of the Company.

Currently, the Compensation Committee awards stock options in combination with performance-based RSUs. In administering the Company's equity-based incentive programs, the Compensation Committee regularly evaluates the total cost of such programs and considers the impact of stockholder dilution in making its award determinations.

Assessment of Compensation Consultant Independence

The Compensation Committee has retained, without recommendation from management, Mercer as its independent compensation consultant pursuant to a written consulting agreement. Mercer is a subsidiary of Marsh & McLennan Companies, Inc., and, as a result, has over 700 affiliates that operate in numerous distinct areas of business unrelated to Mercer's compensation consulting practice. The Company paid Mercer and its affiliates an aggregate of $393,908 during 2013, of which $345,668 was for Mercer's services as compensation consultant. Of the remaining amount, $47,850 was paid to an affiliate of Mercer for a subscription software service utilized by the Company's risk department, and $390 was paid to an affiliate of Mercer for liability insurance at one of our subsidiaries. Neither the Compensation Committee nor the Board of Directors approved in advance the services of Mercer or its affiliates that were not related to executive compensation. Pursuant to NASDAQ's listing standards, if the Compensation Committee chooses to use a compensation consultant, the Committee must assess the consultant's independence. The Compensation Committee assessed Mercer's independence, taking into account the following factors:

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provision of other services to the Company by Mercer and its affiliates other than its services to the Compensation Committee;

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the amount of fees paid by the Company to the consultant and its affiliates as a percent of the consultant's total revenue;

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the policies and procedures the consultant has in place to prevent conflicts of interest;

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any business or personal relationships between the consultant and the members of the Compensation Committee;

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any ownership of Company stock by the individuals performing consulting services for the Compensation Committee; and

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any business or personal relationship of Mercer with an executive officer of the Company.

After consideration of the factors above, the Compensation Committee determined that Mercer is independent and that no conflicts of interest exist.

The Compensation Committee's Charter, which sets out its duties and responsibilities, can be found on the Company's website under the "Investor Relations — Corporate Governance" section at www.LifePointHospitals.com.

Role of the Chief Executive Officer

Mr. Carpenter, our Chief Executive Officer, provides input regarding compensation recommendations relating to the other NEOs to Mr. Bumpus or directly to Mr. Evans, but does not play any role with respect to any matter affecting his own compensation.

Mr. Shell, the Company's Lead Director, directly and significantly influences compensation decisions made with respect to Mr. Carpenter. Mr. Shell reviews Mr. Carpenter's performance based on his observations and with input from all other independent directors. Mr. Shell then discusses these performance results with Mr. Evans, the Compensation Committee Chair, and they jointly provide recommendations regarding Mr. Carpenter's compensation to the Compensation Committee. Mr. Shell also discusses the results of this performance review with Mr. Carpenter.

Role of the Compensation Consultant

The compensation consultant reports directly to the Compensation Committee, and the Committee may replace Mercer or hire additional consultants at any time. A representative of the compensation consultant attends meetings of the Compensation Committee and meets alone in executive session without management present, as requested, and communicates with the Compensation Committee Chair between meetings.

During 2013, Mercer performed the following specific services:

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provided updates on executive compensation trends and external developments;

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provided an annual competitive evaluation of each compensation element and total compensation for the NEOs;

COMPENSATION DISCUSSION AND ANALYSIS

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provided information on CEO total compensation to the Compensation Committee, without prior review by the CEO;

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reviewed Compensation Committee agendas and supporting materials in advance of each meeting, and raised questions/issues with management and/or the Compensation Committee Chair, as appropriate;

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assisted with the drafting of the 2013 Long-Term Incentive Plan; and

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reviewed drafts and commented on this Compensation Discussion and Analysis and the related compensation tables for the Proxy Statement.

Additional Compensation Elements

Benefits

The NEOs are eligible to participate in the Company's health and welfare programs, 401(k) plan (including discretionary matches), and other employee recognition programs on the same basis as other employees. The Company offers all employees group life, disability, medical, dental and vision insurance and other comparable benefits.

Deferred Compensation Plan

The NEOs and certain other senior executives and employed physicians of the Company are eligible to participate in the Company's deferred compensation plan (the "Deferred Compensation Plan"). Pursuant to the Deferred Compensation Plan, a participant may defer up to 50% of their annual base compensation and up to 100% of any annual cash incentive award.

Management Stock Purchase Plan

The Company also has a Management Stock Purchase Plan (the "MSPP"), which historically has been available to approximately 330 management

level employees of the Company, including the NEOs. In 2012, the Board of Directors decided to suspend the right of employees to acquire shares under the MSPP. The MSPP will remain suspended until the Board of Directors reinstates the plan or takes other appropriate action.

Supplemental Long-Term Disability Plan

The Company has a supplemental long-term disability plan to accommodate certain employees, including the NEOs, who cannot receive a maximum payout under the existing long-term disability plan because of limitations within the plan.

No Supplemental Retirement Plan

The Company offers no retirement benefits to the NEOs beyond those available to employees generally.

No Perquisites

The Company does not provide perquisites such as cars or car allowances, club memberships, financial planning or tax preparation assistance.

The Compensation Committee has established stock ownership guidelines applicable to senior executives (including the NEOs) and non-employee directors. These ownership guidelines provide that the subject persons should own Common Stock equal in value to three times their annual salary (or, in the case of directors, their annual retainer).
The table to the right reflects the minimum stock ownership requirement applicable to each NEO and the value of actual stock owned by each NEO based on the closing price of the Company's Common Stock on December 31, 2013. The Compensation Committee monitors compliance with these guidelines on an annual basis.