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.

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 a live audio webcast. I would like to introduce the trustees and officers of the trust. The trustees are Gayle Capozzalo, Allan Domb, Rebecca Guzman, Bob McCadden, Marc Miller and Jim Morey. The officers are Cheryl Ramagano and Chick Boyle. In addition, [ Jonathan Ady ] and Michael Frac of KPMG, our independent auditors, are participating today and available to respond to any questions. Harold Murphy 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. First, each proposal will be made and seconded. The Board of Trustees positioned on each proposal is set forth in the proxy statement, which was made available. We will tally the preliminary votes with regard to each proposal. The polls on our virtual meeting website opened at approximately 9:50 Eastern Time. 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 electronically until we declare the polls close. 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 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, 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 14, 2025, 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.

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 3 Class III trustees; two, the nonbinding advisory vote to approve named executive officer compensation; and three, to ratify the selection of KPMG as the Trust's independent registered public accounting firm for the year ending December 31, 2025. The meeting will now proceed to the nomination and election of 3 Class III trustees.

I nominate Misters Michael Allan Domb, James P. Morey, and Ms. Rebecca A. Guzman for election by the shareholders to serve as trustees for 3 years and until the 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 role vote to approve named executive officer compensation.

I second the motion.

The meeting will now proceed to the ratification of the selection of KPMG as the Trust's independent registered accounting firm for the fiscal year ending December 31, 2025.

I move for the approval of the ratification of the selection of KPMG as the Trust's independent registered public accounting firm for the year ending December 31, 2025.

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 via the web portal.

The polls are about to close. Any shareholders 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 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 votes do not need to take any further action. Now that all eligible shareholders have had an opportunity to vote, I declare that the polls for the 2025 Annual Meeting 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 proposal 1, the election of 3 Class III trustees, 9,364,599 votes were cast in favor of the election of Mr. Michael Allan Domb, 297,180 votes were cast against and 21,910 votes abstained. 9,301,700 votes were cast in favor of the election of Mr. James P. Morey, 359,594 votes were cast against, and 22,395 votes abstained. 9,171,655 votes were cast in favor of the election of Ms. Rebecca A. Guzman, 487,456 votes were cast against, and 24,578 votes abstained. With respect to proposal 2, the nonbinding advisory vote to approve named executive officer compensation. 9,240,529 votes were cast in favor, 381,645 votes were cast against and 61,515 votes abstained. With respect to proposal 3, the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025. 11,251,679 votes were cast in favor of the ratification, 523,631 votes were cast against and 23,380 votes abstained.

Based on that report, I declare the following: Misters Michael Allan Domb and James P. Morey and Ms. Rebecca Guzman have been elected to serve as trustees for a 3-year term. The nonbinding advisory vote to approve named executive officer compensation has been approved. The ratification of KPMG as the Trust's independent registered public accounting firm for the year ending December 31, '25 has been approved. This completes our agenda. Thank you for listening through 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.

All opposed? The motion is carried and the meeting is adjourned. The business affairs of the Trust were fully discussed in the balance of the annual report. I will be happy to answer any questions which shareholders may have concerning the business affairs of the Trust.

At this time, the trust would like to take any questions you may have for them today. If any shareholders logged into the virtual meeting web portal using their 15-digit control numbers would like to ask a question. If you have not already done so, please submit your question now 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 question as instructed via the Information Request section of the Trust's website.

Chick, do we have any questions?

There are no questions, Mr. Chairman.

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

This concludes the event, and you may now disconnect.