Universal Health Services, Inc. ($UHS)

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 Directors of Universal Health Services. 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 a live audio webcast. I would like to introduce the other directors and officers of the company who are participating in today's meeting. The Board of Directors are Alan B. Miller, Executive Chairman of the Board; Nina Chen, Eileen McDonell, Warren Nimetz; Maria Singer; and Dr. Elliot Sussman. Officers of the company are Steve Filton and Chick Boyle. In addition, Scott Hammond of PricewaterhouseCoopers, our independent auditors, is participating today and is 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 data. 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 virtual meeting web portal using a 15-digit control number will be able to make or change their growth 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 quarter 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 affidavits 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 affidavit forms of proxy materials and voting certification are directed to be filed with the company 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 23, 2026, the record date for the meeting. as prepared and certified by Computershare, transfer agent and registrar for Class B and D common stock and the 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 list 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 presented 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 1 director by the holders of Class A and Class C common stock, the holders of a majority of the voting power of the outstanding shares of Class A and C common stock are present or represented here. For purposes of voting for 1 director by the holders of Class B and Class D common stock, the holders of a majority of the voting power of the outstanding 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 the voting power of the outstanding shares of common stock are present or represented here.

A 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 election by Class A and Class C stockholders of 1 member of the Board of Directors and the election by Class B and Class D stockholders of 1 member of the Board of Directors. Number two is to conduct an advisory nonbinding vote to approve named executive officer compensation. Number three is the ratification of the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026; and number four, to act on a stockholder proposal to report votes based on UHS shareholder money at risk, if properly presented at the meeting. Please note that after the proxy statement was issued, the New York State Common Retirement Fund withdrew its proposal to adopt a policy requiring Universal Health Services, Inc. to publicly disclose its workforce diversity. Therefore, there will be no vote for Proposal 5 held or announced at this meeting. The meeting will now proceed to, and we will accept the nomination for 1 director of the company 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 nomination, the nominations are closed. The meeting will now proceed to and we will accept the nomination for 1 director of the company by the holders of Class B and Class D common stock voting together as a single class.

I nominate Ms. Nina Chen Langenmeyer for election by the holders of Class B and Class C common stock to serve as Director of the company for a 3-year term and until her 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 and we will entertain a motion for approval of the advisory nonbinding vote on named executive officer compensation by the holders of Class A, 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 and we will entertain a motion for the ratification of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, by the holders of Class A, C, B and D common stock.

I move to ratify PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

I second the motion.

The meeting will now proceed to the stockholder proposal to report votes based on UHS shareholder money at risk. I now invite John Chevedden to present this proposal. Mr. Chevedden will have 3 minutes to present the proposal.

Hello. This is John Chevedden. Proposal 4, report votes based on UHS shareholder money at risk. Shareholders request that in addition to the usual way that Universal Health Services reports the annual meeting votes that UHS report annual meeting vote results for each item based on the money at risk that UHS shareholders have. This proposal advocates a best practice given that UHS officers and directors have only 16% of the ownership of UHS yet have 91% of the voting power. Long-term UH shareholders may have forgotten this detriment to UHS shareholder value. To improve shareholder value, it would be a best practice for UHS to transition to a 1 share equals 1 vote structure. But until this is accomplished, the annual meeting voting results should be presented in 2 formats. Thus, the vast majority of UHS shareholders will then be able to see clearly when the votes of the UHS officers and directors are contrary to the votes of the overwhelming majority of UHS shareholders. Dual-class stocks like UHS tend to create an inferior class of shareholders and hand over power to a select few who then are allowed to pass the financial risk on to others. With few constraints placed upon them, managers holding superclass stock can spin out of control. Insiders and senior managers can entrench themselves into the operations of the company regardless of their abilities and performance. Dual-class structures may allow management to make that decisions with a few consequences. UHS Shareholders should be aware that the current and equal voting structure where insiders have outlandish voting power compared to the money at risk can lead to long-term UHS underperformance. UHS voting structure is similar to Ford Motor Company. Ford stock was at $16 in 2015 and is only at $13 today in spite of the robust stock market. Thus current UHS holders might consider selling their UHS stock when there is an uptick in its price and invest in a company where management has voting power consistent with management's company money at risk. UHS stock was at $148 in 2015 and at only $170 now in spite of a robust stock market. Until UHS transitions to 1 share equals 1 vote as the best practice for UHS annual meeting voting results to be reported in 2 formats. Please vote, yes, report votes based on UHS shareholder money at risk Proposal for.

Okay. The Board of Directors has waived any requirements that the proposal be formally made and seconded, but that is deemed made at this meeting. The Board of Directors has recommended a vote against the stockholder proposal to report votes based on UHS shareholder money at risk 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 web portal. There are none.

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 to do so now by clicking on a voting button on the web portal, and following the instructions there. Stockholders who have timely submitted their 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 2026 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 C common stockholders who returned the official form of proxy with respect to Proposal 1, the election of directors. 7,236,288 votes were cast in favor of the election of Alan B. Miller, 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 1, the election of directors. 31,836,231 votes were cast in favor of the election of Ms. Nina Chen-Langenmayr, and 14,129,963 votes were withheld. With respect to proposal 2, the approval of an advisory nonbinding vote to approve named executive officer compensation, 62,219,230 votes were cast in favor of the approval of named executive officer compensation, 228,600 votes were cast against and 1,996 votes abstained. With respect to proposal 3, the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, 62,633,332 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, 2026, 77,514 votes were cast against and 1,586 votes were abstained. With respect to Proposal 4, a stockholder proposal to report votes based on UHS shareholder money at risk, 2,917,981 votes were cast in favor of the stockholder proposal to report votes based on UHS shareholder money at risk, 59,513,156 votes were cast against and 18,688 votes abstained.

Based on that report, I declare the following: Alan Miller, Nina Chen-Langenmayr have been elected to serve as directors of the company for a 3-year term. The advisory nonbinding vote to approve named executive officer compensation has been approved. The ratification of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, as approved, and a stockholder proposal to report votes based on UHS shareholder money at risk has not been approved. This completes our agenda. Thank you for listening through the legal formalities of the meeting. The Chair now entertain a motion for the adjournment of the meeting.

I move that the meeting be adjourned.

I second the motion.

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

Aye.

Aye.

All opposed? [Voting]

Motion is carried, and the meeting is now adjourned. The business affairs of the company were fully discussed 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 attendance and your attention.

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

Steve, any questions presented by stockholders today?

No, there are no questions, Mr. Miller.

Okay. We appreciate everyone's participation today at our virtual stockholder meeting. Thank you very much.

This concludes the meeting. You may now disconnect.