Current Report Filing (8-k)
September 22 2022 - 04:16PM
Edgar (US Regulatory)
false --12-31 0000352915 0000352915
2022-09-21 2022-09-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 21,
2022
UNIVERSAL HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-10765
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23-2077891
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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Incorporation or Organization)
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File Number)
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Identification No.)
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UNIVERSAL CORPORATE CENTER
367 SOUTH GULPH ROAD
KING OF PRUSSIA, Pennsylvania 19406
(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code (610)
768-3300
Not Applicable
(Former name or former address, if changed since last report)
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 Instructions
A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class B Common Stock
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UHS
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New York Stock Exchange
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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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(d) Election of new Director
On September 21, 2022, the Board of Directors of the Company
appointed Nina Chen-Langenmayr to serve as a Class III
Director of the Company. Ms. Chen-Langenmayr’s term commenced
immediately and is scheduled to expire at the 2023 Annual Meeting
of Stockholders to be held in May 2023. The Board upon
recommendation of the Nominating and Governance Committee also
indicated that it would nominate Ms. Chen-Langenmayr for election
by the Company’s Class B and D stockholders at the 2023 Annual
Meeting of Stockholders.
Ms. Chen-Langenmayr’s compensation for her services will be
consistent with the standard compensation paid to
other non-employee directors of the Company, as described
in the Company’s most recent proxy statement filed with the
Securities and Exchange Commission on April 7, 2022.
Other than as set forth herein, there are no arrangements or
understandings between Chen-Langenmayr and any other person
pursuant to which Chen-Langenmayr was selected as a director, and
there are no transactions between Chen-Langenmayr and the Company
that would require disclosure under Item 404(a) of
Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On September 21, 2022, the Bylaws (the “Bylaws”) of Universal
Health Services, Inc. (the “Company”), were amended and restated in
their entirety (the “Amended and Restated Bylaws”) by the Company’s
Board of Directors (the “Board”). The Amended and Restated Bylaws
are effective immediately.
The amendments, among other things:
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clarify that meetings of stockholders
can be held solely by remote means.
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establish advance notice requirements
in the bylaws for stockholders to make nominations for election to
the board of directors at annual or special meetings or to propose
other matters (other than matters properly brought under Section
14a-8 of the Securities Exchange Act of 1934, as amended) to be
acted upon by stockholders at annual meetings. The
advance notice provisions require, among other things, written
notice from the stockholder seeking to make a nomination or propose
such other business setting forth certain information and
representations to be provided to the Company during a specified
timeframe as set forth in the Bylaws.
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with respect to the ability of
stockholders owning at least a majority of the outstanding voting
power to request that a special meeting of stockholders be called,
the amendments include provisions concerning certain procedural
requirements relating to the ownership of shares by a stockholders
requesting the special meeting and procedural requirements relating
to the calling of such special meeting including, among other
things, requiring a written notice from such stockholders
requesting the special meeting which notice shall include, among
other thing, the information and representations that are required
for nominations or proposals to be made by stockholders at an
annual meeting under the advance notice provision.
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include a prohibition against action
by consent in lieu of a meeting consistent with the restriction set
forth in the Company’s Certificate of Incorporation
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provide for who will preside over
meetings of stockholders and clarify the authority of the Board and
the chair of the meeting of stockholders in connection with the
conduct of meetings of stockholders, including that the chair of
the meeting has the authority to convene, adjourn or recess any
meeting of stockholders.
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provide that the voting standard for
all matters submitted to the stockholders (other than the election
of directors) is the majority of the votes cast by the stockholders
present in person or represented by proxy at the meeting unless a
different or minimum vote is required by the Company’s Certificate
of Incorporation, the Bylaws, the rules or regulations of any stock
exchange applicable to the Company, or any law or regulation
applicable to the Company or its securities, in which case such
different or minimum vote will be the applicable vote on the
matter.
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provide for the appointment by the
Board of Directors of an Executive or non-Executive Chair of the
Board as well as a Lead Director.
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provide for mandatory indemnification
and advancement of expenses for officers and directors of the
Company to the fullest extent permitted by Delaware Law.
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provide that, unless the Company
consents in writing to the selection of an alternative forum, (i)
the Court of Chancery of the State of Delaware shall be the sole
and exclusive forum for certain intracorporate matters and (ii) the
federal district courts of
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the United States of America shall be
the sole and exclusive forum for the resolution of any complaint
asserting a cause of action under the Securities Act of 1933, as
amended.
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The amendments to the Bylaws also include other changes intended to
clarify and conform various provisions of the Bylaws to the General
Corporation Law of the State of Delaware, the Company’s Certificate
of Incorporation and to other provisions of the Bylaws.
The foregoing description of the Amended and Restated Bylaws is
qualified in its entirety by reference to the Amended and Restated
Bylaws, a copy of which is attached to this Current Report on Form
8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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.
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Universal Health Services, Inc.
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Date: September 22, 2022
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By:
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/s/ Steve Filton
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Name: Steve Filton
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Title: Executive Vice President and Chief Financial Officer
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Universal Health Services (NYSE:UHS)
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