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): June 11, 2025
UNIVERSAL HEALTH REALTY INCOME TRUST
(Exact name of Registrant as Specified in Its Charter)
Maryland | 1-9321 | 23-6858580 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
|
|
Universal Corporate Center 367 South Gulph Road King of Prussia, Pennsylvania |
| 19406 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (610) 265-0688
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):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 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 |
Shares of beneficial interest, $0.01 par value |
| UHT |
| 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. |
2025 Long-Term Incentive, Annual Restricted Stock Awards
The chief element of compensation for our executive officers has historically been the annual granting of long-term incentive awards. As reflected on the table below, on June 11, 2025, the Compensation Committee of the Board of Trustees granted restricted stock awards to each of our executive officers. The restricted shares are scheduled to vest on the second anniversary date of the award. Dividends declared by us are accrued and accumulated with respect to these shares and will be paid in the aggregate on the vesting date on the shares that ultimately vest.
Name |
Title | Shares of Restricted Stock |
Alan B. Miller | Chairman of the Board, Chief Executive Officer and President | 6,021 |
Charles F. Boyle | Senior Vice President and Chief Financial Officer | 3,499 |
Cheryl K. Ramagano | Senior Vice President - Operations, Treasurer and Secretary | 3,499 |
Karla J. Peterson | Vice President, Acquisitions and Development | 1,540 |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 11, 2025, Universal Health Realty Income Trust (the “Trust”) held its 2025 Annual Meeting of Stockholders. This year’s Annual Meeting of Stockholders was conducted virtually via a live audio webcast.
At the Annual Meeting, the Trust’s stockholders: (i) voted to elect three Class III members of the Board of Trustees for a three-year term scheduled to expire at the Trust’s 2028 Annual Meeting of Stockholders; (ii) voted in favor of the nonbinding advisory vote on named executive officer compensation, and; (iii) voted to ratify the selection of KPMG, LLP, as the Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
The final voting results were as follows:
Proposal No. 1: Election of Trustees:
| Michael Allan Domb | James P. Morey | Rebecca A. Guzman |
Votes cast in favor | 9,364,599 | 9,301,700 | 9,171,655 |
Votes cast against | 297,180 | 359,594 | 487,456 |
Votes abstained | 21,910 | 22,395 | 24,578 |
Non-votes | 2,115,000 | 2,115,000 | 2,115,000 |
Proposal No. 2: The nonbinding advisory vote on named executive officer compensation:
Votes cast in favor | 9,240,529 |
Votes cast against | 381,645 |
Votes abstained | 61,515 |
Non-votes | 2,115,000 |
Proposal No. 3: Ratification of the selection of KPMG, LLP, as the Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
Votes cast in favor | 11,251,679 |
Votes cast against | 523,631 |
Votes abstained | 23,380 |
Non-votes | 0 |
SIGNATURES
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 thereunto duly authorized.
|
| UNIVERSAL HEALTH REALTY INCOME TRUST | |
|
|
|
|
Date: June 12, 2025 |
| By: | /s/ Charles F. Boyle |
|
| Name: | Charles F. Boyle |
|
| Title: | Senior Vice President and Chief Financial Officer |