Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2024

U.S. PHYSICAL THERAPY, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-11151		76-0364866
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1300 WEST SAM HOUSTON PARKWAY, SUITE 300, HOUSTON, Texas		77043
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (713) 297-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	USPH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

◻

ITEM 8.01 Other Event.

On May 3, 2024, the Board of Directors of U.S. Physical Therapy, Inc. (the “Company”) re-appointed the directors to serve on the Compensation Committee of the Board of Directors, to consist of Kathleen A. Gilmartin (Chair), Anne B. Motsenbocker, and Edward L. Kuntz. Regg Swanson, a director since 2007 and a member of the Compensation Committee beginning in May 2023, has agreed to relinquish his service on the Compensation Committee in response to feedback from certain of the Company’s stockholders that prefer the directors of that Committee to have been independent from the Company for at least the prior 5 years. Mr. Swanson has been independent since February 1, 2020.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	U.S. PHYSICAL THERAPY, INC.

Dated: May 6, 2024	By:	/s/ CAREY HENDRICKSON
		Carey Hendrickson
		Chief Financial Officer
		(duly authorized officer and principal financial and accounting officer)

Document and Entity Information	May 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 06, 2024
Entity File Number	001-11151
Entity Registrant Name	U S PHYSICAL THERAPY INC /NV
Entity Central Index Key	0000885978
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	76-0364866
Entity Address, Address Line One	1300 WEST SAM HOUSTON PARKWAY
Entity Address, Address Line Two	SUITE 300
Entity Address, City or Town	HOUSTON
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77043
City Area Code	713
Local Phone Number	297-7000
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	USPH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false