Universal Health Realty Income Trust (UHT) Earnings Call Transcript & Summary

Hello and welcome to the Annual Meeting of Shareholders of Universal Health Realty Income Trust. Please note that today's meeting is being recorded. After the formal meeting is adjourned, we'll have a question-and-answer session. Any shareholder logging to the virtual meeting web portal using their 15-digit control can submit questions or comments at any time by clicking on the Message icon. Out of consideration for other shareholders, please limit yourself to one question relevant to the Annual Shareholders' Meeting. The Trust will attempt to answer as many questions as time allows. However, if time does not permit all questions to be addressed, you are encouraged to submit the question as instructed via the Information Request section of the Trust's website. It is now my pleasure to turn this meeting over to Alan B. Miller, Chairman, CEO and President of Universal Health Realty Income Trust. Mr. Miller, the floor is yours.

Okay. Okay. Welcome to...

Mr. Miller? Josh, I think we may have lost him.

He is still connected.

Okay.

Do you want me to help you?

No, I'm...

Alan?

Alan. Hello?

Okay, Alan. Okay. So this is Jim. So we are on the second page of script, starting with you.

Yes. Can you hear me now?

We can hear you great.

Interestingly, Marc called and said that you couldn't hear me.

Okay. So now we're all set. So we're on Page 2 and you're up.

Go ahead.

Okay. We're on Page 2. In order to avoid any confusion, let me take a few moments to outline the format for today's meeting. Can you hear that? Hello?

Yes.

Yes.

First, each proposal will be made and seconded. The Board of Trustees' position on each proposal is set forth in the proxy statement, which was made available to all shareholders eligible to vote. Next, we will tally the preliminary votes with regard to the respective proposal. The polls on our virtual meeting website opened at approximately 9:50 a.m. Eastern Time this morning. Any shareholders who have logged into the virtual meeting web portal using their 15-digit control number and who wish to make or change their votes online should do so now. [Voting]

The polls are now closed. Once the votes on all the proposals have been tallied and the results announced, the meeting will be adjourned. After the meeting is adjourned, we will attempt to answer as many shareholder questions as time allows. The meeting will please come to order. Ms. Cheryl Ramagano will act as Secretary and Inspector of Elections of the meeting. Cheryl?

Mr. Chairman, I present the affidavit of Computershare Trust Company as to the mailing to the shareholders of the Trust who requested to receive printed proxy materials, the notice of the meeting, the annual report, the proxy statement and the form of proxy and a certified list of holders of the shares of beneficial interest of the Trust as of April 6, 2020, the record date for this meeting.

The affidavit of mailing and list of shareholders are directed to be filed with the Trust's records.

Mr. Chairman, the transfer agent has computed the number of shares represented by proxy that are present or represented at this meeting. I report that the holders of the majority of shares of beneficial interest are present or represented at this meeting, which constitutes a quorum.

Hello? Cheryl?

Yes, Alan?

Can you hear me?

I did, yes. We do have a quorum. You can continue.

Something of matter with the phone, but go ahead. Go ahead, Cheryl.

All right, Alan, Page 5.

Page 5?

Yes.

Okay. Hold on a minute. Oh, boy, all right, I am up to 5. The proxies and any substitutions of proxies are hereby audit filed with the records of the Trust. A quorum of the shareholders is present, and this meeting is properly constituted for the transaction of business. As set forth in the notice sent to each of the shareholders, the business of the meeting includes: One, the election of 2 Class I Trustees; two, the nonbinding advisory vote to approve named executive officer compensation; three, to approve an amendment to the Universal Health Realty Income Trust Amended and Restated 2007 Restricted Stock Plan; and four, to ratify the selection of KPMG LLP as the Trust's independent registered public accounting firm for the fiscal year ending December 31, 2020. The meeting will now proceed to the election of 2 Class I Trustees. We will begin by accepting nominations. Mr. Morey?

Yes. I nominate Mr. Alan B. Miller and Robert F. McCadden for election by the shareholders to serve as Trustees for 3 years and until their respective successors have been elected and qualified.

I second the motion.

Since there are no other nominations, the nominations are closed.

As a person appointed in the official proxy, I have voted in accordance with the proxies received from the shareholders who returned the original form of proxy. 9,130,213 votes were cast in favor of the election of Mr. Alan B. Miller and 358,700 votes were withheld. 9,267,712 votes were cast in favor of the election of Mr. Robert F. McCadden and 221,201 votes were withheld.

Based on that report, the Chair declares that Mr. Alan Miller and Mr. Robert McCadden have been elected to serve as Trustees of the Trust for 3-year terms. As a next order of business, the meeting will now proceed to the nonbinding advisory vote to approve named executive officer compensation. We will now entertain a motion to approve the nonbinding advisory vote to approve named executive officer compensation.

I move for the approval of a nonbinding advisory vote to approve named executive officer compensation.

I second the motion.

As a person appointed in the official proxy, I have voted in accordance with the proxies received from the shareholders who returned the official form of proxy. 8,747,081 votes were cast in favor of the approval of a nonbinding advisory vote to approve named executive officer compensation, 676,811 votes were cast against and 65,022 votes abstained.

Thank you. Based on that report, I hereby declare the nonbinding advisory vote to approve named executive officer compensation has been approved. As a next order of business, the meeting will now proceed to the approval of an amendment to the Universal Health Realty Income Trust Amended and Restated 2007 Restricted Stock Plan. We will now entertain a motion to approve the amended to the Universal Health Realty Income Trust Amended and Restated '07 Restricted Stock Plan.

I move for the approval of the amendment to the Universal Health Realty Income Trust Amended and Restated 2007 Restricted Stock Plan.

I second the motion.

As a person appointed in the official proxy, I have voted in accordance with the proxies received from the shareholders who returned the official form of proxy. 9,196,945 votes were cast in favor to approve the amendment to the Universal Health Realty Income Trust Amended and Restated 2007 Restricted Stock Plan, 237,989 votes were cast against and 53,979 votes abstained.

Based on that report, I hereby declare the amendment to the Universal Health Realty Income Trust Amended and Restated '07 Restricted Stock Plan has been approved. As a next order of business, the meeting will now proceed to the ratification of the selection of KPMG LLP as the Trust's independent registered public accounting firm for the fiscal year ending December 31, 2020. We will now entertain a motion to approve the ratification of the selection of KPMG as the Trust's independent registered public accounting firm for the year ending December 31, 2020.

I move for the approval of the ratification of the selection of KPMG LLP as the Trust's independent registered public accounting firm for the fiscal year ending December 31, 2020.

I second the motion.

As a person appointed in the official proxy, I have voted in accordance with the proxies received from the shareholders who returned the official form of proxy. 11,552,784 votes were cast in favor of the ratification of the selection of KPMG LLP as the Trust's independent registered public accounting firm for the fiscal year ending December 31, 2020, 231,734 votes were cast against and 41,387 votes abstained.

Thank you. Based on that report, I hereby declare the approval of ratification of the selection of KPMG as the Trust's independent registered public accounting firm for the fiscal year ended December 31, 2020. This completes our agenda. Thank you for listening to the legal formalities of the meeting. The Chair will entertain a motion for adjournment.

I move that the meeting be adjourned.

I second that motion.

All those in favor of the motion, please signify their assent by saying aye. Aye.

Aye.

All opposed? None. The motion is carried and the meeting is adjourned. The business affairs of the Trust were fully discussed in my letter and the balance of the annual report. I will be happy to answer any questions which shareholders may have concerning business affairs of the Trust. Thank you for your attention. Operator?

At this time, the Trust would like to take any questions you might have for them today. If any shareholders logged into the virtual meeting web portal using their 15-digit control number would like to ask a question, if you have not already done so, please submit your question now by clicking on the Message icon. Out of consideration for other shareholders, please limit yourself to one question relevant to the Annual Shareholders' Meeting. The Trust will attempt to answer as many questions as time allows. However, if time does not permit all questions to be addressed, you are encouraged to submit your question as instructed via the Information Request section of the Trust's website.

Are there any questions?

So we have no questions, Mr. Chairman.

We appreciate everyone's participation today at our virtual shareholder meeting. Thank you very much. This concludes the meeting, and you may now disconnect.

Thank you. This concludes the meeting. You may now disconnect.

Okay. Thank you very much, operator.