UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2018
UNIVERSAL HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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1-10765 |
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23-2077891 |
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(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
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Incorporation or Organization) |
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File Number) |
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Identification No.) |
UNIVERSAL CORPORATE CENTER
367 SOUTH GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code (610) 768-3300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2018, Universal Health Services, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders at the Company’s Corporate Center at 367 South Gulph Road, King of Prussia, Pennsylvania.
At the Annual Meeting, the Company’s stockholders: (i) voted to elect three Class I members of the Board of Directors for three-year terms scheduled to expire at the Company’s 2021 Annual Meeting of Stockholders; (ii) voted to ratify the selection of PricewaterhouseCoopers, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, and; (iii) voted to reject the shareholder proposal regarding proxy access. The final voting results were as follows:
Proposal No. 1: Election of Directors:
Marc D. Miller – elected by the Class A and Class C Stockholders:
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Votes cast in favor |
7,258,788 |
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Votes withheld |
0 |
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Broker non-votes |
0 |
Eileen C. McDonnell – elected by the Class A and Class C Stockholders:
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Votes cast in favor |
7,258,788 |
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Votes withheld |
0 |
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Broker non-votes |
0 |
Elliot J. Sussman, M.D. – elected by the Class A and Class C Stockholders:
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Votes cast in favor |
7,258,788 |
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Votes withheld |
0 |
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Broker non-votes |
0 |
Proposal No. 2: Ratification of the selection of PricewaterhouseCoopers, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018:
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Votes cast in favor |
65,903,241 |
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Votes cast against |
54,444 |
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Votes abstained |
8,801 |
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Broker non-votes |
0 |
Proposal No. 3: Shareholder proposal related to proxy access:
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Votes cast in favor |
5,511,335 |
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Votes cast against |
59,949,476 |
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Votes abstained |
154,702 |
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Broker non-votes |
350,973 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Universal Health Services, Inc. |
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By: |
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/s/ Steve Filton |
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Name: Steve Filton |
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Title: Executive Vice President and Chief Financial Officer |
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Date: May 17, 2018