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. [Operator Instructions] 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 questions as instructed via the Information Request section of the Trust's website. It is now my pleasure to turn today's meeting over to Alan B. Miller, Chairman of the Board, Chief Executive Officer and President of the Universal Health Realty Income Trust. Mr. Miller, the floor is yours.

Thank you. Welcome to the Annual Meeting of the shareholders of Universal Health Realty Income Trust. Due to the continuing public health impact of the COVID-19 pandemic and to support the health and well-being of our communities, employees, shareholders and other stakeholders, this year's annual meeting is being conducted completely virtually via a live audio webcast. I would like to introduce to trustees and officers of the Trust: Gayle Capozzalo; Allan Domb; Bob McCadden; Marc Miller; and Jim Morey. Those are trustees. The officers are Chick Boyle; Tim Fowler, Genny Owsiany; and Cheryl Ramagano. In addition, Kristina Parker and Michael Frac of KPMG LLP, our independent auditors, are participating today and available to respond to questions. Steve Plefka of Computershare, our transfer agent, is also participating today. In order to avoid any confusion, let me take a few moments to outline the format for today's meeting. 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 each proposal. The polls on our virtual meeting website opened at approximately 9:50 a.m. Eastern Time this morning. Any shareholder who have logged into the virtual meeting web portal using their 15-digit control numbers will be able to make or change their votes electronically until we declare the polls closed. Once the votes on all the proposals have been tallied and the results announced, the meeting will be adjourned. After the meeting, we will attempt to answer as many shareholder questions as the time allows. This meeting will please come to order. Ms. Cheryl Ramagano will act as secretary and inspector of elections of the meeting.

Mr. Chairman, I present the affidavit of Computershare Trust Company with respect to the notification to the shareholders of the Trust who requested to receive printed proxy materials the notice of the meeting, annual report, the proxy statement and a certified list of holders of the shares of beneficial interest of the trust as of April 8, 2001 (sic) [ April 8, 2021 ], 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 a majority of shares of beneficial interests are present or represented at this meeting, which constitutes a quorum.

The proxies and any substitutions of proxies are hereby ordered 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 this meeting includes: One, the election of two Class II trustees; and two, the nonbinding advisory vote to approve named executive officer compensation; and three, to ratify the selection of KPMG LLP as the Trust's independent registered public accounting firm for the fiscal year ending December 31, 2021. The meeting will now proceed to the election of two Class II trustees. We will begin by accepting nominations for two Class II trustees.

I nominate Mr. Marc D. Miller and Ms. Gayle L. Capozzalo, for election by the shareholders to serve as trustees for 3 years and until their respective successors have been elected and have qualified.

I second the motion.

Since there are no other nominations, the nominations are closed. 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 the nonbinding advisory vote to approve named executive officer compensation.

I second the motion.

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, 2021. We will now entertain a motion to approve the ratification.

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, 2021.

I second the motion.

There are no other matters, Mr. Chairman. If any shareholder logged in via control number would like to ask a question about the proposals, please do so now via the web portal.

The polls are about to close. Any shareholder logged in via control number to our virtual meeting web portal who hasn't yet voted or would like to change his or her vote, do so now by clicking on the voting button in the web portal, the following the instructions are there. Shareholders who have timely submitted proxies by mail, telephone or internet or given their brokers voting instructions and do not wish to change their votes, do not need to take any further action. Now that all eligible shareholders have had a final opportunity to vote, I declare that the polls for 2021 Annual Meeting of Shareholders are now closed. Ms. Ramagano, do we have preliminary voting results?

With respect to proposal one, the election of two Class II trustees, 8,312,659 votes were cast in favor of the election of Mr. Marc D. Miller, and 1,267,432 votes were withheld; 9,147,784 votes were cast in favor of the election of Ms. Gayle L. Capozzalo and 432,308 votes were withheld. With respect to proposal 2, the nonbinding advisory vote to approve named executive officer compensation, 8,778,391 votes were cast in favor of the approval of a nonbinding advisory vote to approve named executive officer compensation, 725,401 votes were cast against and 76,300 votes abstained. With respect to proposal 3, the ratification of KPMG LLP as the Trust's independent registered public accounting firm for the fiscal year ending December 31, 11,500,615 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, 2021, 98,762 votes were cast against and 28,426 votes abstained.

Thank you. Based on that report, I hereby declare that Mr. Marc D. Miller, and Ms. Gayle L. Capozzalo have been elected to serve as trustees of the Trust for a 3-year term and that the nonbinding advisory vote to approve named executive officer compensation and the ratification of the selection of KPMG LLP as the Trust's independent registered public accounting firm for the fiscal year ending December 31, 2021 have been approved. This completes our agenda. Thank you for listening to the legal formalities of the meeting. The Chair will entertain a motion for adjournment of the meeting.

I move that the meeting be adjourned.

Anybody second?

I second that motion.

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

Aye.

Aye.

Aye.

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

[Operator Instructions] 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.

Chick, do we have any questions presented by shareholders today?

Mr. Chairman, there are no questions at this time.

We appreciate everyone's participation today at our virtual shareholders' meeting, and I thank all of you.

This concludes the meeting. You may now disconnect, and have a pleasant day.

Thank you.