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

The meeting will now proceed to the ratification of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, and by the holders of Class A, C, B and D common stock. We will now entertain a motion for the ratification.

I move to ratify PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

I second the motion.

The meeting will now proceed to the stockholder proposal to elect each director annually. I now invite John Chevedden to present this proposal. Mr. Chevedden will have 3 minutes to present this proposal...

Hello. This is John Chevedden. Proposal 5 elect each director annually. Those request that our company take the steps necessary to reorganize the Board of Directors in order that each director stands for election at each annual meeting. Classified Boards like the University Health Services Board have been found to be 1 of 6 entrenching mechanisms that are negatively related to company performance according to what matters in corporate governance dilution [indiscernible] of the Harvard Law School. This proposal typically obtains overwhelming support from non-insider shareholders and is expected to do at least as well at Universal Health Services. The trouble with Universal Health Services is that insiders control of the company and are opposed to this proposal. This proposal is at least a reminder that the price of UHS stock will always be sandbagged because insiders control the company and are opposed to shareholder accountability. Universal Health Services now scores a decimal 10 in shareholder rights with 10 being the worst possible score. The price of UH stock seems to be permanently sandbagged due to such poor shareholder rights. The sandbagging of UHS stock is illustrated by the price of UHS stock at $143 8 years ago and at $178 now. Long-term UHS shows may have forgotten that UHS is a control company and UHS shareholder value is hampered by the lack of accountability to shareholders. Another sign of the lack of respect of UH as shareholders by the UHS Board of Directors is that the vast majority of UHS shareholders have to do a special registration in order to attend this online shareholder meeting where shareholders cannot even speak. A total of 79 Standard and Fortune 500 companies worth more than $1 trillion have adopted this important proposal topic since 2012. Annual election of each director could make directors more accountable and thereby contribute to improved performance and increased company value at virtually no cost to shareholders. Thus, it was not a surprise that this proposal topic won more than 96% support at both Centene Corporation and Teleflex in 2021. Annual election of each director gives shareholders more leverage if the Board of Directors performs poorly. For instance, if the Board of Directors approves excessive pay that is shareholders can soon vote against the Chair of the Board's Executive Pay Committee instead of waiting 3 years under the current rules. Please vote yes, elect each director annually, Proposal 5.

The Board of Directors has waived any requirement that the proposal be formally made and seconded, but that it is deemed made at this meeting. The Board of Directors has recommended a vote against the stockholder proposal to elect each director annually for reasons set forth in the proxy statement.

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

The polls are about to close. Any stockholder logged in via control number to our virtual meeting web portal who has not yet voted or would like to change his or her vote should do so now by clicking on the voting button on the web portal and following the instructions there. Stockholders 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. [Voting]

Now that all eligible stockholders have had a final opportunity to vote, I declare that the polls for the 2024 Annual Meeting of Stockholders are now closed. Mr. Filton, do we have preliminary voting results?

As a person appointed in the proxy, I have voted in accordance with the proxies received from all the Class A and Class C common stockholders who returned the official form of proxy with respect to proposal 1, the election of directors, 7,238,788 votes were cast in favor of the election of Marc D. Miller, and no votes were withheld. 7,238,788 votes were cast in favor of the election of Ms. Eileen C. McDonnell, and no votes were withheld. 7,238,788 votes were cast in favor of the election of Dr. Elliot J. Sussman and no votes were withheld. As a person appointed in the proxy, I have voted in accordance with the proxies received from all the Class B and D common stockholders who returned the official form of proxy. With respect to proposal 2, the approval of an amendment of the company's amended and restated 2020 Omnibus Stock and Incentive Plan, 60,356,836 votes were cast in favor of the approval of the amendment of the company's amended and restated 2020 Omnibus Stock and Incentive Plan, 3,253,520 votes were cast against and 3,640 votes abstained. With respect to proposal 3, the approval of an amendment of the company's employee stock purchase plan, 63,323,458 votes were cast in favor of the approval of an amendment of the company's employee stock purchase plan. 277,615 votes were cast against and 2,923 votes abstained. With respect to proposal 4, the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, 63,800,002 votes were cast in favor of ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, 64,720 votes were cast against and 1,957 votes abstained. With respect to Proposal 5, a stockholder proposal to elect each director annually, 4,460,895 votes were cast in favor of the stockholder proposal to elect each director annually, 59,143,166 votes were cast against and 4,171 votes abstained. Based on that report, I declare the following: Mr. Marc D. Miller, Ms. Eileen McDonnell and Dr. Elliot J. Sussman has been elected to serve as directors of the company for a 3-year term. The amendment to the company's amended and restated 2020 Omnibus Stock and Incentive Plan has been approved. The amendment to the company's employee stock purchase plan has been approved. The ratification of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, has been approved. And the stockholder proposal to elect each director annually has not been approved. This completes our agenda. Thank you for listening through the legal formalities of the meeting. The chair entertains a motion for adjournment of the meeting.

I move that the meeting be a journey.

I second that motion.

All those in favor of the motion, please say aye. [Voting]

All opposed. [Voting]

The motion is carried and the meeting is adjourned. The business affairs of the company will fully discuss in our shareholders' letter and the balance of the annual report. I will be glad to answer any questions which the stockholders may have concerning the business and affairs of the company. Thank you for your attention and attendance.

This concludes the meeting. You may now disconnect.