Current Report Filing (8-k)
18 Mai 2022 - 5:26PM
Edgar (US Regulatory)
falseU S PHYSICAL THERAPY INC /NV000088597800008859782022-05-172022-05-17
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
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1-11151
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76-0364866
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1300 West Sam Houston Parkway South,
Suite 300,
Houston, Texas
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77042
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value
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USPH
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New York Stock Exchange
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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).
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Emerging growth company
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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.
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◻
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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
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For
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Withold authority to vote
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Broker Non-Votes
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Edward L. Kuntz
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10,991,914
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769,841
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417,295
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Christopher J. Reading
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11,615,007
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146,748
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417,295
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Mark J. Brooker
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11,437,739
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324,016
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417,295
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Harry S. Chapman
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11,550,607
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211,148
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417,295
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Bernard A. Harris
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10,879,018
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882,737
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417,295
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Kathleen A. Gilmartin
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11,731,403
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30,352
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417,295
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Regg E. Swanson
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11,474,360
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287,395
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417,295
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Clayton K. Trier
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10,958,255
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803,500
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417,295
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Anne B. Motsenbocker
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11,752,257
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9,498
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417,295
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Proposal 2 - Approve, on an advisory basis, executive compensation.
For
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Against
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Abstain/Withheld
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Broker Non-Votes
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11,502,365
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254,072
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5,318
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417,295
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Proposal 3 - Approve an amendment to the Company's Amended and Restated 2003 Stock Incentive Plan.
For
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Against
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Abstain
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Broker Non-Votes
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11,493,357
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266,674
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1,724
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417,295
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Proposal 4 – Ratify Grant Thornton LLP as the Company's independent registered
public accounting firm for 2022.
For
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Against
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Abstain
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12,156,162
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22,130
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758
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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.
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U.S. PHYSICAL THERAPY, INC.
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Dated: May 18, 2022
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By:
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/s/ CAREY HENDRICKSON
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Carey Hendrickson
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Chief Financial Officer
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(duly authorized officer and principal financial and accounting officer)
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