UHS shareholders approve directors, pay and auditor

Universal Health Services, Inc. reported the results of its 2026 Annual Meeting of Stockholders held virtually on May 20, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Universal Health Services, Inc. reported the results of its 2026 Annual Meeting of Stockholders held virtually on May 20, 2026. Stockholders elected Alan B. Miller as a Class III director with 7,236,288 votes in favor and no votes withheld, and elected Nina Chen-Langenmayr with 31,836,231 votes in favor and 14,129,963 votes withheld.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 62,219,230 votes in favor and 228,600 against. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 62,633,332 votes in favor.

A stockholder proposal requesting reporting of votes based on UHS shareholder money at risk was rejected, receiving 2,917,981 votes in favor and 59,513,156 against. A separate workforce diversity disclosure proposal was withdrawn before the meeting and therefore was not voted on.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Alan B. Miller: 7,236,288 votes Votes for Nina Chen-Langenmayr: 31,836,231 votes Say-on-pay support: 62,219,230 votes in favor +2 more

5 metrics

Votes for Alan B. Miller 7,236,288 votes Election as Class III director

Votes for Nina Chen-Langenmayr 31,836,231 votes Election as Class III director

Say-on-pay support 62,219,230 votes in favor Advisory vote on executive compensation

Auditor ratification support 62,633,332 votes in favor Ratification of PwC for fiscal year 2026

Votes against money-at-risk proposal 59,513,156 votes against Stockholder proposal on reporting votes by money at risk

Key Terms

advisory (non-binding) basis, independent registered public accounting firm, Emerging growth company, stockholder proposal

4 terms

advisory (non-binding) basis financial

"voted to approve, on an advisory (non-binding) basis, the compensation paid"

independent registered public accounting firm financial

"ratify the selection of PricewaterhouseCoopers, LLP, as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Emerging growth company regulatory

"Emerging growth company  Item 5.07 Submission of Matters"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

stockholder proposal financial

"voted against the stockholder proposal regarding reporting votes based on UHS shareholder money at risk"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Universal Health Services (UHS) shareholders decide at the 2026 annual meeting?

Universal Health Services shareholders approved all management-backed items and rejected a key stockholder proposal. They elected two Class III directors, supported executive pay on an advisory basis, ratified PricewaterhouseCoopers LLP as auditor for 2026, and voted down a proposal on reporting votes by shareholder money at risk.

How did UHS shareholders vote on director elections at the 2026 annual meeting?

Shareholders elected two Class III directors to terms expiring at the 2029 meeting. Alan B. Miller received 7,236,288 votes in favor with no votes withheld. Nina Chen-Langenmayr received 31,836,231 votes in favor, 14,129,963 votes withheld, and 2,535,388 non-votes from Class B and D stockholders.

Was UHS executive compensation approved in the 2026 say-on-pay vote?

Yes, shareholders approved UHS executive compensation on an advisory, non-binding basis. The say-on-pay proposal received 62,219,230 votes in favor, 228,600 votes against, 1,996 abstentions and 262,607 non-votes, indicating broad support for the company’s named executive officer pay program at the 2026 meeting.

Did UHS shareholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes, shareholders ratified PricewaterhouseCoopers LLP as UHS’s independent registered public accounting firm for 2026. The ratification proposal received 62,633,332 votes in favor, 77,514 against, and 1,586 abstentions, with no non-votes recorded, confirming continued stockholder support for the company’s external auditor.

What happened to the UHS stockholder proposal on reporting votes by money at risk?

Shareholders voted against the proposal to report votes based on UHS shareholder money at risk. It received 2,917,981 votes in favor, 59,513,156 against, 18,688 abstentions, and 262,607 non-votes, so the requested reporting change was not adopted at the 2026 annual meeting.

Was there a vote on UHS’s workforce diversity disclosure proposal in 2026?

No, there was no vote on the workforce diversity disclosure proposal. The New York State Common Retirement Fund withdrew its proposal to require public disclosure of workforce diversity after the proxy statement was issued, so the item (Proposal No. 5) was not presented for a shareholder vote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/22/2026 - 07:30 AM

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 20, 2026

UNIVERSAL HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-10765	23-2077891
(State or other jurisdiction of	(Commission	(I.R.S. Employer
Incorporation or Organization)	File Number)	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):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class B Common Stock	UHS	New York Stock Exchange

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 20, 2026, the Company held its 2026 Annual Meeting of Stockholders. This year’s Annual Meeting of Stockholders was conducted virtually via a live audio webcast.

At the Annual Meeting, the Company’s stockholders: (i) voted to elect two Class III members of the Board of Directors for a three-year term scheduled to expire at the Company’s 2029 Annual Meeting of Stockholders; (ii) voted to approve, on an advisory (non-binding) basis, the compensation paid to the Company's named executive officers; (iii) voted to ratify the selection of PricewaterhouseCoopers, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and; (iv) voted against the stockholder proposal regarding reporting votes based on UHS shareholder money at risk. The final voting results were as follows:

Proposal No. 1: Election of Directors:

Alan B. Miller – elected by the Class A and Class C Stockholders:



Votes cast in favor	7,236,288
Votes withheld	0
Non-votes	0

Nina Chen-Langenmayr – elected by the Class B and Class D Stockholders:



Votes cast in favor	31,836,231
Votes withheld	14,129,963
Non-votes	2,535,388

Proposal No. 2: Advisory vote on named executive compensation:



Votes cast in favor	62,219,230
Votes cast against	228,600
Votes abstained	1,996
Non-votes	262,607

Proposal No. 3: Ratification of the selection of PricewaterhouseCoopers, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:



Votes cast in favor	62,633,332
Votes cast against	77,514
Votes abstained	1,586
Non-votes	0

Proposal No. 4: Stockholder proposal to report votes based on UHS shareholder money at risk:



Votes cast in favor	2,917,981
Votes cast against	59,513,156
Votes abstained	18,688
Non-votes	262,607

After the proxy statement was issued, the New York State Common Retirement Fund withdrew its proposal to adopt a policy requiring the Registrant to publicly disclose its workforce diversity. Therefore, there was no vote for Proposal No. 5 held or announced at the meeting.

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.


Universal Health Services, Inc.

By:		/s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer

Date: May 22, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document