U.S. Physical Therapy Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$USPH
Medical/Nursing Services
Health Care
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 20, 2025
(Exact name of registrant as specified in its charter)
|
|
|
|
||
|
(State or other jurisdiction
of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
(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
|
|
|
|
|
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.
The annual meeting of shareholders (the “Annual Meeting”) of U.S. Physical Therapy, Inc. (the “Company’) was held on May 20, 2025. At the Annual Meeting, the shareholders of the Company approved three proposals, which are described in detail in the Proxy Statement on Schedule 14A, filed with SEC on April 11, 2025. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present.
The results are as follows:
Proposal 1 - Election of the eight directors to serve until the next annual meeting of stockholders.
The annual meeting of shareholders (the “Annual Meeting”) of U.S. Physical Therapy, Inc. (the “Company’) was held on May 20, 2025. At the Annual Meeting, the shareholders of the Company approved three proposals, which are described in detail in the Proxy Statement on Schedule 14A, filed with SEC on April 11, 2025. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present.
The results are as follows:
Proposal 1 - Election of the eight directors to serve until the next annual meeting of stockholders.
|
Nominees
|
Votes For
|
Votes Withheld
|
|
Dr. Bernard A. Harris, Jr.
|
12,422,647
|
1,175,315
|
|
Christopher J. Reading
|
13,200,384
|
397,578
|
|
Clayton K. Trier
|
12,576,544
|
1,021,418
|
|
Regg E. Swanson
|
13,303,077
|
294,885
|
|
Anne B. Motsenbocker
|
13,484,301
|
113,661
|
|
Kathleen A. Gilmartin
|
12,792,635
|
805,327
|
|
Nancy J. Ham
|
13,500,869
|
97,093
|
|
Michael G. Mayrsohn
|
13,235,054
|
362,908
|
Proposal 2 - Advisory vote to approve named executive officer compensation.
|
Votes For
|
Votes Against
|
Votes Abstaining
|
Broker Non-Votes
|
|
12,429,355
|
1,166,532
|
2,075
|
565,839
|
Proposal 3 - Ratification of Grant Thornton LLP as the Company's independent registered public accounting firm for 2024.
|
Votes For
|
Votes Against
|
Votes Abstaining
|
|
14,019,968
|
141,515
|
2,318
|
With respect to proposal 2, broker non-votes did not have any effect on the outcome of the vote.
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 20, 2025
|
By:
|
/s/ Carey Hendrickson
|
|||||
|
Carey Hendrickson
|
|||||||
|
Chief Financial Officer
|
|||||||
|
(duly authorized officer and principal financial and accounting officer)
|
|||||||