Universal Health Realty Income Trust filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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:
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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.
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UNIVERSAL HEALTH REALTY INCOME TRUST |
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Date: June 6, 2024 |
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By: |
/s/ Charles F. Boyle |
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Name: |
Charles F. Boyle |
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Title: |
Senior Vice President and Chief Financial Officer |