Independent
Tenure on this board
3.7 yrs
2 nominees · 5 ballot items.
Elect two Class III directors (one elected by Class A/C holders and one by Class B/D holders); advisory (nonbinding) vote to approve named executive officer compensation; ratify PricewaterhouseCoopers LLP as independent auditors for 2026; vote on a shareholder proposal to report annual meeting votes based on UHS shareholder money at risk (proponent: John Chevedden); and vote on a shareholder proposal to adopt a policy requiring UHS to publicly disclose workforce diversity (proponent: New York State Common Retirement Fund).
Election of one Class III director by holders of Class A and Class C Common Stock (voting together) and one Class III director by holders of Class B and Class D Common Stock (voting together), each for a three-year term.
Advisory, nonbinding proposal asking shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (Compensation Discussion & Analysis, tables and narrative).
This management-sponsored advisory (non-binding) 'say-on-pay' proposal asks shareholders to endorse the overall compensation of Universal Health Services’ named executive officers as disclosed in the proxy materials. Management is seeking this advisory approval as part of standard corporate governance practice and to obtain shareholder feedback on its compensation philosophy, which the Compensation Committee modified beginning in 2022 to align pay-mix with peers (reducing option weight and increasing cash and RSU-based incentives) while maintaining significant at-risk, performance-based elements. The proxy discloses that CEO and NEO target pay mixes were adjusted, with long-term incentives delivered as time-based RSUs and performance-based RSUs tied to multi-year Adjusted EBITDA net of NCI performance metrics; the Compensation Committee retained FW Cook as consultant and maintains caps and safeguards (e.g., clawback policy) to mitigate excessive risk. The Board recommends FOR the proposal, arguing these practices preserve alignment with long-term shareholder interests, support retention, and reflect market practices while continuing to emphasize pay-for-performance. Shareholder approval would be advisory only, informing but not binding management or the Compensation Committee; the committee says it will consider the vote result in future compensation decisions. In evaluating the proposal, a sophisticated investor should weigh the transparency and alignment provided by the disclosed compensation framework against potential concerns such as the magnitude of realized pay, the use of discretionary elements, and concentrated voting control that may blunt shareholder influence over governance. The Company’s significant use of performance metrics tied to Adjusted EBITDA and the recent change to averaging PBRSU performance measurements (and increased maximum payout) are notable context that affects incentive sensitivity. Overall, the proposal presents a routine governance checkpoint: it signals whether shareholders broadly accept the Compensation Committee’s design and execution of CEO/NEO pay but does not itself change pay programs; the Board’s affirmative recommendation indicates management confidence in its pay-for-performance linkage.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Shareholder proposal requesting that the company report annual meeting vote results for each item in a second format that weights votes by shareholders’ money at risk (i.e., a presentation reflecting economic ownership rather than voting power), submitted by John Chevedden.
Shareholder proposal requesting that the Board adopt a policy requiring UHS to publicly disclose workforce diversity (at Board’s discretion, including breakdown by race, ethnicity and gender and retention rates) and optionally disclose its Consolidated EEO-1 Report; submitted by the New York State Common Retirement Fund.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | First Eagle Investment Management, LLC | 7.1% | 4,328,132 | $775M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.7% | 3,452,885 | $618M |
| 3 | STATE STREET CORP | 4.3% | 2,579,389 | $462M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.1% | 2,508,167 | $449M |
| 5 | PZENA INVESTMENT MANAGEMENT LLC | 3.2% | 1,912,235 | $342M |
| 6 | BlackRock, Inc. | 3.0% | 1,786,592 | $320M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.9% | 1,769,104 | $316M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.7% | 1,629,814 | $292M |
| 9 | Invesco Ltd. | 2.2% | 1,342,214 | $240M |
| 10 | BlackRock, Inc. | 2.1% | 1,277,674 | $229M |
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