UHT - Universal Health Realty Income Trust

06/12/2025 | Press release | Distributed by Public on 06/12/2025 14:20

Proxy Results, Management Change/Compensation (Form 8-K)

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

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