false000079878300007987832024-06-052024-06-05

 

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): June 5, 2024

UNIVERSAL HEALTH REALTY INCOME TRUST

(Exact name of Registrant as Specified in Its Charter)

Maryland

1-9321

23-6858580

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

Universal Corporate Center

367 South Gulph Road

King of Prussia, Pennsylvania

19406

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (610) 265-0688

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

Shares of beneficial interest, $0.01 par value

 

UHT

 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2024 Long-Term Incentive, Annual Restricted Stock Awards

The chief element of compensation for our executive officers has historically been the annual granting of long-term incentive awards. As reflected on the table below, on June 5, 2024, the Compensation Committee of the Board of Trustees granted restricted stock awards to each of our executive officers. The restricted shares are scheduled to vest on the second anniversary date of the award. Dividends declared by us are accrued and accumulated with respect to these shares and will be paid in the aggregate on the vesting date on the shares that ultimately vest.

 

Name

 

Title

 Shares of Restricted Stock

 

Alan B. Miller

Chairman of the Board, Chief Executive Officer and President

 

6,083

 

Charles F. Boyle

Senior Vice President and Chief Financial Officer

 

3,536

 

Cheryl K. Ramagano

Senior Vice President - Operations, Treasurer and Secretary

 

3,536

 

Karla J. Peterson

Vice President, Acquisitions and Development

 

1,556

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 5, 2024, Universal Health Realty Income Trust (the “Trust”) held its 2024 Annual Meeting of Stockholders. This year’s Annual Meeting of Stockholders was conducted virtually via a live audio webcast.

At the Annual Meeting, the Trust’s stockholders: (i) voted to elect two Class II members of the Board of Trustees for a three-year term scheduled to expire at the Trust’s 2027 Annual Meeting of Stockholders; (ii) voted in favor of the nonbinding advisory vote on named executive officer compensation; (iii) voted in favor of an amendment to the Universal Health Realty Income Trust Amended and Restated 2007 Restricted Stock Plan, and; (iv) voted to ratify the selection of KPMG, LLP, as the Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

The final voting results were as follows:

 

Proposal No. 1: Election of Trustees:

 

Marc D. Miller

Gayle L. Capozzalo

Votes cast in favor

7,788,611

8,075,084

Votes cast against

1,124,878

843,502

Votes abstained

30,458

25,362

Non-votes

2,271,154

2,271,154

Uncast

0

0

 

Proposal No. 2: The nonbinding advisory vote on named executive officer compensation:

Votes cast in favor

8,397,996

Votes cast against

490,648

Votes abstained

55,303

Non-votes

2,271,154

Uncast

0

 

Proposal No. 3: Amendment to the Universal Health Realty Income Trust Amended and Restated 2007 Restricted Stock Plan:

Votes cast in favor

8,500,383

Votes cast against

378,223

Votes abstained

65,341

Non-votes

2,271,154

Uncast

0

 

Proposal No. 4: Ratification of the selection of KPMG, LLP, as the Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

Votes cast in favor

10,732,744

 

Votes cast against

443,359

Votes abstained

38,999

Non-votes

0

Uncast

0

 

 

SIGNATURES

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 thereunto duly authorized.

 

UNIVERSAL HEALTH REALTY INCOME TRUST

Date: June 6, 2024

By:

/s/ Charles F. Boyle

Name:

Charles F. Boyle

Title:

Senior Vice President and Chief Financial Officer

 

 

v3.24.1.1.u2
Document and Entity Information
Jun. 05, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 05, 2024
Entity Registrant Name UNIVERSAL HEALTH REALTY INCOME TRUST
Entity Central Index Key 0000798783
Entity Emerging Growth Company false
Entity File Number 1-9321
Entity Incorporation, State or Country Code MD
Entity Tax Identification Number 23-6858580
Entity Address, Address Line One Universal Corporate Center
Entity Address, Address Line Two 367 South Gulph Road
Entity Address, City or Town King of Prussia
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19406
City Area Code 610
Local Phone Number 265-0688
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Shares of beneficial interest, $0.01 par value
Security Exchange Name NYSE
Trading Symbol UHT
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