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 21, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Effective as of the completion of the Annual Meeting of U.S. Physical Therapy, Inc. (the “Company”) held on May 21, 2024, the Board of Directors of the Company appointed Mr. Christopher J. Reading, the Company’s Chief Executive Officer since 2004 and a member of the Board of Directors, to also serve as Chairman of the Board of Directors. Mr. Reading replaces Edward L. Kuntz, who retired as the Chairman of the Company’s Board of Directors as of the Annual Meeting.  The Company has also promoted Eric Williams to the office of President effective as of the completion of the Annual Meeting. Mr. Williams continues to also serve as the Company’s Chief Operating Officer — East, a position he has held since July 2021. The annual salary and incentive compensation opportunities for Mr. Reading and Mr. Williams continue to be as reflected in the Proxy Statement dated April 15, 2024.  In addition, Dr. Bernard Harris will now serve as the Lead Independent Director on the Board of Directors.


ITEM 5.07   Submission of Matters to a Vote of Security Holders.

At the Meeting held on May 21, 2024, the stockholders of the Company approved three proposals, which are described in detail in the Proxy Statement, filed with SEC on April 15, 2024. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present.

The results are as follows:

Proposal 1 - Election of the seven directors to serve until the next annual meeting of stockholders.

Nominees
Votes For
Votes Withheld
Christopher J. Reading
13,059,187
1,104,518
Dr. Bernard A. Harris Jr.
12,660,209
1,503,496
Kathleen A. Gilmartin
14,041,234
122,471
Regg E. Swanson
13,927,786
235,919
Clayton K. Trier
12,632,117
1,531,588
Anne B. Motsenbocker
14,067,743
95,962
Nancy J. Ham
14,087,031
76,674


Proposal 2 - Advisory vote to approve named executive officer compensation.

Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
13,582,464
577,982
3,259
320,210


Proposal 3 - Ratification of Grant Thornton LLP as the Company's independent registered public accounting firm for 2024.

Votes For
Votes Against
Votes Abstaining
14,382,137
99,623
2,155

With respect to proposal 2, broker non-votes did not have any effect on the outcome of the vote.



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 21, 2024
     
By:
  
/s/ CAREY HENDRICKSON
  
           
Carey Hendrickson
  
           
Chief Financial Officer
  
           
(duly authorized officer and principal financial and accounting officer)
  



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Document and Entity Information
May 21, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 21, 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 false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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