[8-K] U S PHYSICAL THERAPY INC /NV Reports Material Event

U.S. Physical Therapy, Inc. reported the results of its Annual Meeting of Shareholders held on May 19, 2026.

Rhea-AI Filing Summary

U.S. Physical Therapy, Inc. reported the results of its Annual Meeting of Shareholders held on May 19, 2026. Shareholders elected seven directors, each receiving more than 13.2 million votes in favor, with Peter F. Minan receiving 14,005,301 votes for and 102,931 withheld.

Shareholders approved, on an advisory basis, the Company’s named executive officer compensation with 13,203,434 votes for, 894,885 against, 9,913 abstentions, and 494,670 broker non-votes. They also ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026, with 14,475,354 votes for, 126,323 against, and 1,225 abstentions.

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 Peter F. Minan: 14,005,301 votes Votes for advisory say-on-pay: 13,203,434 votes Votes against advisory say-on-pay: 894,885 votes +4 more

7 metrics

Votes for Peter F. Minan 14,005,301 votes Election of director at 2026 annual meeting

Votes for advisory say-on-pay 13,203,434 votes Executive compensation advisory vote at 2026 annual meeting

Votes against advisory say-on-pay 894,885 votes Executive compensation advisory vote at 2026 annual meeting

Broker non-votes on say-on-pay 494,670 votes Executive compensation advisory vote at 2026 annual meeting

Votes for auditor ratification 14,475,354 votes Ratification of Grant Thornton LLP for year ending December 31, 2026

Votes against auditor ratification 126,323 votes Ratification of Grant Thornton LLP for year ending December 31, 2026

Votes abstaining on auditor ratification 1,225 votes Ratification of Grant Thornton LLP for year ending December 31, 2026

Key Terms

broker non-votes, advisory vote, independent registered public accounting firm, Annual Meeting of Shareholders

4 terms

broker non-votes financial

"Votes For | Votes Against | Votes Abstaining | Broker Non-Votes 13,203,434 | 894,885 | 9,913 | 494,670"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Proposal 2 - Advisory vote to approve named executive officer compensation."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"Ratification of the appointment of Grant Thornton LLP. as our independent registered public accounting firm for year ending December 31, 2026."

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.

Annual Meeting of Shareholders financial

"held its Annual Meeting of Shareholders (the “Annual Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

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 Not now

Accepted by SEC EDGAR 05/19/2026 - 04:50 PM Learn about SEC filing dates

falseU S PHYSICAL THERAPY INC /NV0000885978NYSE00008859782026-05-192026-05-190000885978usph:NewYorkStockExchangeMember2026-05-192026-05-190000885978usph:NYSEMember2026-05-192026-05-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 19, 2026

 U. S. PHYSICAL THERAPY, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-11151		76-0364866
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1300 WEST SAM HOUSTON PARKWAY SOUTH, SUITE 300, HOUSTON, Texas		77042
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (713) 297-7000

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 Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12(b) 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
Common Stock, $.01 par value	USPH	New York Stock Exchange
Common Stock, $.01 par value	USPH	NYSE Texas, Inc.

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 19, 2026, U.S. Physical Therapy, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on and approved the three proposals described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2026. Abstentions and broker non-votes were counted for purposes of determining the presence of a quorum.

The results are as follows:

Proposal 1 - Election of seven directors to serve until the next annual meeting of stockholders.

Nominees	Votes For	Votes Withheld
Christopher J. Reading	13,850,539	257,693
Dr. Bernard A. Harris, Jr.	13,260,431	847,801
Kathleen A. Gilmartin	13,294,742	813,490
Regg E. Swanson	13,271,683	836,549
Anne B. Motsenbocker	13,279,362	828,870
Michael G. Mayrsohn	13,765,568	342,664
Peter F. Minan	14,005,301	102,931

Proposal 2 - Advisory vote to approve named executive officer compensation.

Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
13,203,434	894,885	9,913	494,670

Proposal 3 - Ratification of the appointment of Grant Thornton LLP. as our independent registered public accounting firm for year ending December 31, 2026.

Votes For	Votes Against	Votes Abstaining
14,475,354	126,323	1,225

SIGNATURE

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.

				U.S. PHYSICAL THERAPY, INC.
Dated: May 19, 2026				By:		/s/ RICK BINSTEIN
						Rick Binstein
						EVP, General Counsel
						(duly authorized officer and principal financial and accounting officer)

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 16.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 25.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 19.1 KB