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 has adjourned, we will have a question-and-answer session. Any shareholder logged into the virtual meeting web portal using their 15-digit control number can submit questions or comments at any time by clicking on the Q&A tab. Out of consideration for other shareholders, please limit yourself to one question relevant to the Annual Shareholders' Meeting. 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 Universal Health Realty Income Trust. Mr. Miller, the floor is yours.

Welcome to the Annual Meeting of the Shareholders of Universal Health Realty Income Trust. This year's annual meeting is being conducted completely virtually via live audio webcast. I'd like to introduce the trustees and officers of the trust. Gayle Capozzalo, Allan Domb, Rebecca Guzman, Bob McCadden, Marc Miller and Jim Morey. The officers are Cheryl Ramagano and Chick Boyle. In addition, Kristina Parker and Michael Frac of KPMG LLP, our independent auditors, are participating today and available to respond to any questions. Ralph Stock of Computershare, our transfer agent is also participating today. In order to avoid any confusion, let me take a moment to outline the format for today's meeting. The Board of Trustees positioned 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 shareholders who have logged into the virtual meeting web portal using their 15-digit control numbers will be able to make or change their votes. 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 questions as time allows. The meeting will please come to order. Ms. Cheryl Ramagano will act as Secretary.

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, 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 8, 2024, the record date for this meeting.

The affidavit of mailing and list of shareholders are directed to be filed with the trust 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.

The proxies and any substitutions of proxies are hereby ordered filed with the records of the trust. A quorum of shareholders is present and the meeting is properly constituted. As set forth in the notice sent to each of the shareholders, the business of the meeting includes: one, the election of 2 Class II Trustees; two, the nonbinding advisory vote to approve named Executive Officer compensation; and three, to consider the approval of 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. The meeting will now proceed to the nomination and election of 2 Class II Trustees.

I nominate Marc D. Miller, and Ms. Gayle L. Capozzalo for election by the shareholders to service 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.

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 approval of an amendment to the Universal Health Realty Income Trust Amended and restated 2007 restricted stock plan.

I move for the approval of the amendment of the Trust amended and restated 2007 restricted stock plan.

I second the motion.

The meeting will now proceed to the ratification of the selection of KPMG LLP.

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, 2024.

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 shareholders logged in via control number to our virtual meeting who hasn't yet voted or would like to change his or her vote should do so now. Following the instructions 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 vote, do not need to take any further action. Now that all eligible shareholders have had a final opportunity to vote, I declare that the 2024 Annual Meeting of Shareholders are now closed. Ms. Ramagano, do we have preliminary voting results?

As a person appointed in the proxy, I have voted in accordance with the proxies received from the shareholders who returned the official form of proxy. With respect to the proposal 1, the election of 2 Class II trustees, 7,788,611 votes were cast in favor of the election of Mr. Marc D. Miller, 1,124,878 votes were cast against and 30,458 votes abstained. 8,750,084 votes were cast in favor of the election of Ms. Gayle L. Capozzalo, 843,502 votes were cast against and 25,362 votes abstained. With respect to proposal 2, the nonbinding advisory vote to approve named executive officer compensation, 8,397,996 votes were cast in favor, 490,648 votes were cast against and 55,303 votes abstained. With respect to proposal 3, the approval of an amendment of the Trust amended and restated 2007 restricted stock plan, 8,500,383 votes were cast in favor of the approval of the amendment, 378,223 votes were cast against and 65,341 votes abstained. With respect to proposal 4, 10,732,744 votes were cast in favor of the ratification, 443,359 votes were cast against and 38,999 votes abstained.

Based on that report, I declare the following: Marc Miller and Ms. Gayle Capozzalo have been elected to serve as trustees of the Trust for a 3-year term. The nonbinding advisory vote to approve named executive officer compensation has been approved. The amendment to the Trust amended and restated 2007 restricted stock plan has been approved. And the ratification of KPMG LLP as the Trust's independent registered public accounting firm for the fiscal year ending December 31, 2024 has been approved. This completes our agenda. Thank you for listening to the legal formalities. The chair will entertain a meeting (sic) [ motion ] for adjournment of the meeting.

I move that the meeting be adjourned.

I second the motion.

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

All opposed? 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 the shareholders may have.

At this time, the trust would like to take any questions you might have for them today. [Operator Instructions]

Chick, do we have any questions presented by shareholders?

No, there are no questions, Mr. Miller.

We appreciate everyone's participation today at our virtual meeting -- virtual shareholders meeting. Thank you.

This concludes this event. You may now disconnect.