Universal Health Services, Inc. (UHS) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Universal Health Services, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Marc D. Miller, Chief Executive Officer and Member of the Board of the Directors of Universal Health Services, Inc. Mr. Miller, the floor is yours.

Welcome to the Annual Meeting of Stockholders of Universal Health Services, Inc. This year's annual meeting is being conducted completely virtually via live audio webcast. I would like to introduce the other directors and officers of the company who are participating in today's meeting. Members of the Board of Directors are: Alan B. Miller; Executive Chairman of the Board, Nina Chen; Eileen McDonnell; Warren Nimetz; Maria Singer; and Dr. Elliot Sussman. Officers of the company are Steve Filton and Chick Boyle. In addition, Scott Hammond and Bill Liva of PricewaterhouseCoopers, our independent auditors, are participating today and are available to respond to any questions. Harold Murphy of Computershare, our transfer agent, is participating today and will act as Inspector of Elections as to the Class B and Class D votes. In order to avoid any confusion, let me take a few moments to outline the format for today's meeting. First, each company proposal will be made and seconded. The Board of Directors' position on each proposal is set forth in the proxy statement, which was made available to all stockholders 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 stockholders 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 have closed. For the record, as persons appointed in the official proxy, Mr. Filton and Alan B. Miller have voted in accordance with the proxies received from stockholders. 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 stockholder questions as time allows. This meeting will please come to order. I will act as Chairman of the meeting and Mr. Steve Filton will act as Secretary of the meeting and Inspector of Elections as to the Class A and Class C votes.

Mr. Chairman, I present the affidavit of Computershare and this company with respect to the notification to the company's stockholders of the notice of the meeting, the annual report, the proxy statement and the forms of proxy, which were mailed to Class A and C and to Class B and D stockholders who requested to receive printed proxy materials. I also present the affidavits of the inspectors of elections and the voting certification for the Class A and Class C stock prepared and certified by me as Secretary of the company.

The affidavits form of proxy materials and voting certification are directed to be filed with the company's records.

Mr. Chairman, I present the certified list of holders of the company's Class B and D common stock as of the close of business on March 22, 2023, the record date for this meeting, as prepared and certified by Computershare, transfer agent and registrar for Class B and D common stock; and a certified list of holders of the company's Class A and C common stock, as prepared and certified by me as Secretary of the company, transfer agent and registrar for Class A and C common stock.

The lists of stockholders are directed to be filed with the company's records.

Mr. Chairman, the transfer agent has computed the number of shares of Class B and Class D common stock represented by the official forms of proxy provided to the Class B and Class D stockholders and the number of shares of such classes present or represented here. I have computed the number of shares of Class A and Class C common stock represented by the forms of proxy provided to Class A and Class C stockholders and the number of shares of such classes present or represented here. For purposes of voting for one director by the holders of Class A and Class C common stock, the holders of a majority of the shares of Class A and Class C common stock are present or represented here. For purposes of voting for one director by the holders of Class B and Class D common stock, the holders of a majority of the shares of Class B and D common stock are present or represented here. For purposes of voting on each of the other proposals at the meeting, the holders of a majority of common stock votes are present or represented here.

Quorum for all matters is present, and the meeting is properly constituted for the transaction of business. As set forth in the notice sent to each of the stockholders, the business of this meeting includes: the election by Class A and Class C stockholders of one member of the Board of Directors and the election by Class B and Class D stockholders of one member of the Board of Directors. Next is to conduct an advisory nonbinding vote to approve named executive officer compensation, to conduct an advisory nonbinding vote on the frequency of future advisory stockholder votes, to approve named executive officer compensation, and the ratification of the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2023. This meeting will now proceed to the election of one director of the company by the holders of Class A and Class C common stock voting together as a single class. We will now accept the nomination for one director to be elected by the holders of Class A and Class C common stock voting together as a single class.

I nominate Mr. Alan B. Miller for election by the holders of Class A and Class C common stock to serve as a Director of the company for a 3-year term and until his successor has 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 election of one director of the company by the holders of Class B and Class D common stock voting together as a single class. We will now accept the nomination for a director to be elected by the holders of Class B and Class D common stock voting together as a single class.

I nominate Ms. Nina Chen for election by the holders of Class B and Class D common stock to serve as director of the company for a 3-year term and until her successor has been elected and has qualified.

I second the motion.

Since there are no other nominations, the nominations are closed. The meeting will now proceed to the advisory nonbinding vote to approve named executive officer compensation by the holders of Class A, C, B and D common stocks. We will now entertain a motion to approve named executive officer compensation by the holders of Class A and C, B and D common stock.

I move for the approval of the named executive officer compensation.

I second the motion.

The meeting will now proceed to the advisory nonbinding vote on the frequency of future advisory stockholder votes to approve named executive officer compensation by the holders of Class A and C, B and D common stock.

I move for the approval of the triennial advisory nonbinding vote on the frequency of future advisory stockholder vote to approve named executive officer compensation.

I second the motion.