0000352915false00003529152026-05-202026-05-20
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
