U.S. Physical Therapy, Inc. (USPH) Earnings Call Transcript & Summary

Good morning. Welcome to the U.S. Physical Therapy, Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Edward Kuntz. Please go ahead.

Thank you. Good morning, everyone. My name is Edward Kuntz, and I am the Chairman of the Board of Directors of U.S. Physical Therapy. The directors and officers of the company welcome you to this 2020 Annual Meeting of Shareholders. We wish to express our thanks to you for your attendance virtually. We are excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of our shareholders given the ongoing situation with COVID-19 pandemic. We have shareholders attending via the web portal. As is our custom, we will conduct the business portion of our meeting first and then answer any questions at the end of the meeting that we may have -- though we may not be able to answer every question, we will do our best to provide a response to as many as possible and will address any unanswered questions on our corporate website shortly after the meeting. After the formal meeting has adjourned, we will provide time for general questions. Only validated shareholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. The meeting is being held to handle 3 items: first, to elect 9 directors to serve until the next annual meeting is held; second, to approve by advisory vote the company's named executive officer compensation; and third, to ratify the appointment of Grant Thornton LLP as the company's independent public accounting firm for 2020. We have already supplied each shareholder with a copy of our proxy statement, shareholder letter and the annual report. We will also have filed a supplement to our proxy statement providing the details of this virtual meeting. Copies of these documents are available to any shareholder who does not have them. Before considering the matters of business to be brought before this annual meeting, I would like our Corporate Secretary, Rick Binstein, to dispose of several preliminary procedural matters that are required by the bylaws of the company and applicable Nevada law. Rick?

Thank you, Mr. Chairman. As the company's Corporate Secretary, I can confirm that pursuant to the bylaws of the company and Nevada law, notice of the holding of this annual meeting was duly mailed on or about July 6, 2020, together with a proxy statement, a form of proxy and a 2019 annual report, and that a proxy supplement was filed with the Securities and Exchange Commission on August 4, 2020. As Secretary, I provided an affidavit to that effect. I also am in possession of a certified list of common stock shareholders of record as of June 22, 2020. The list has been opened and available for examination and inspection during the 10-day period prior to this meeting and remains available for inspection through this meeting. As inspector of election of this annual meeting, Johnny Blanchard has been appointed by the Board of Directors for the purpose of determining the number of votes represented in person or by proxy at this annual meeting, the authenticity and validity of the proxies, the existence of a quorum and the number of votes cast on all matters voted upon. I have been advised by the inspector of election that there are present at this annual meeting votes represented in person or by proxy of more than a majority of the outstanding shares entitled to vote. Therefore, I declare that a quorum is present. Since legal notice of this annual meeting has been given and a quorum is present, the annual meeting is lawfully convened and may proceed to transact business. On all matters, each shareholder of record on June 22, 2020, the voting record date, has the right to one vote for each share of common stock owned. There is no cumulative voting with respect to the election of directors. As Corporate Secretary, I can confirm that there were not any shareholder nominations or proposals for business for this meeting that were properly filed with me as secretary. Mr. Chairman?

We now proceed to the voting. It's now, what, 9:05 a.m. Central Time on August 18, 2020, and the polls are now open. Any shareholder who hasn't yet voted or wishes to change his or her vote may do so by clicking on the voting button on the web portal and the following -- and following the instructions that appear on that web portal. Shareholders who have sent in proxies who have voted by telephone or the Internet and do not want to change their vote do not need to take any further action at this time. I'll pause now for just a brief moment for the voting. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the 2020 U.S. Physical Therapy, Inc. Annual Shareholder Meeting closed. Since no shareholder nominations or proposals were properly filed in advance of this meeting, the business of this meeting is limited to the 4 matters on the agenda. The results of the meeting. Mr. Blanchard, the inspector of election, has completed counting the ballots, and his formal report shows the number of votes cast on the proposals before this annual meeting of shareholders. I now recognize Mr. Johnny Blanchard.

Thank you. I have completed the count of the proxies and of the balloting, and I submit the following written report: I report and certify that there were 12,843,896 shares eligible to vote at this annual meeting. Based on the voting records of the company, a majority of the votes were cast at the meeting. Each of the director nominees has received a plurality of the votes cast in favor of their election to the Board to serve until the next annual meeting of shareholders. A majority were cast in favor of the approval by advisory vote of the company's named executive officer compensation, and a majority of the votes were cast in favor of the ratification of appointment of Grant Thornton LLP as the company's independent registered public accounting firm for 2020. The specific tally of the votes will be filed as part of the minutes of this meeting, will be filed on a current report on Form 8-K by the end of business on Wednesday, August 19, and is available for inspection by any shareholder.

Thank you. I therefore declare that the Board of Directors nominees for election as directors, namely the following persons, Mark J. Brookner, Harry S. Chapman, Kathleen Gilmartin, Bernard A. Harris, Edward L. Kuntz, Lawrance W. McAfee, Christopher J. Reading, Clayton Trier and Reg Swanson, have been duly elected. I further declare that the company's named executive officer compensation program has been approved by advisory vote by the shareholders of the company. I further declare that the ratification of Grant Thornton LLP as the company's independent registered public accounting firm for 2020 has been duly approved. This now completes the formal business to come before this annual meeting. The U.S. Physical Therapy 2020 Annual Meeting of Shareholders is now declared adjourned. At this time, we'll respond to any questions from the shareholders who have submitted questions on the web portal. Are there any questions? Please use the web portal with any questions you may have. Please note that we'll attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Any questions that we do not get to will be addressed on our company website. Turn to Q&A period now over to Mr. Chris Reading, the company's Chief Executive Officer, who will handle the process of answering any questions you may have.

Thank you, Mr. Chairman. We'll wait to see if we get any questions.

I do not see any questions.

Mr. Chairman, we don't appear to have any questions.

Okay. Seeing that there are no further questions, I wish to thank you for your attendance at this meeting, and we greatly appreciate the loyalty of our shareholders. This concludes our annual meeting. Thank you very much, and have a good day.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.