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 17, 2022


 U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)


Nevada
  
1-11151
  
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

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.
At the Meeting held on May 17, 2022, U.S. Physical Theraphy, Inc. stockholders approved four proposals (one of which is non-binding), which are described in detail in the Proxy Statement, filed with the SEC on April 4, 2022. Abstentions and broker non-votes were counted for the purposes of determining whether a quorum was present. 

The results are as follows:
Proposal 1 - Election of the nine directors to serve until the next annual meeting of stockholders.

Nominees
For
Withold authority to vote
Broker Non-Votes
Edward L. Kuntz
10,991,914
769,841
417,295
Christopher J. Reading
11,615,007
146,748
417,295
Mark J. Brooker
11,437,739
324,016
417,295
Harry S. Chapman
11,550,607
211,148
417,295
Bernard A. Harris
10,879,018
882,737
417,295
Kathleen A. Gilmartin
11,731,403
30,352
417,295
Regg E. Swanson
11,474,360
287,395
417,295
Clayton K. Trier
10,958,255
803,500
417,295
Anne B. Motsenbocker
11,752,257
9,498
417,295
    

Proposal 2 - Approve, on an advisory basis, executive compensation.
For
Against
Abstain/Withheld
Broker Non-Votes
11,502,365
254,072
5,318
417,295

Proposal 3 - Approve an amendment to the Company's Amended and Restated 2003 Stock Incentive Plan.

For
Against
Abstain
Broker Non-Votes
11,493,357
266,674
1,724
417,295

    Proposal 4 – Ratify Grant Thornton LLP as the Company's independent registered public accounting firm for 2022.

For
Against
Abstain

12,156,162
22,130
758








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 18, 2022
      
By:
  
/s/ CAREY HENDRICKSON
  
           
Carey Hendrickson
  
           
Chief Financial Officer
  
           
(duly authorized officer and principal financial and accounting officer)
  



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