|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/25/24 Universal Health Services Inc. 8-K:5 3/21/24 8:187K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 71K
3: R1 Document and Entity Information HTML 46K
5: XML IDEA XML File -- Filing Summary XML 11K
8: XML XBRL Instance -- uhs-20240321_htm XML 15K
4: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
2: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 87K
Linkbases Document -- uhs-20240321
6: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K
7: ZIP XBRL Zipped Folder -- 0000950170-24-035902-xbrl Zip 14K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i March 21, 2024
i UNIVERSAL HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
i Delaware |
|
i 1-10765 |
|
i 23-2077891 |
(State or other jurisdiction of |
|
(Commission |
|
(I.R.S. Employer |
Incorporation or Organization) |
|
File Number) |
|
Identification No.) |
i UNIVERSAL CORPORATE CENTER
i 367 SOUTH GULPH ROAD
i KING OF PRUSSIA, i Pennsylvania i 19406
(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code ( i 610) i 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):
i ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ |
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 |
i Class B Common Stock |
i UHS |
i 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 i ☐
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. |
2024 Annual Incentive Bonus Performance Goals
On March 21, 2024, the Compensation Committee of the Board of Directors (the “Committee”) approved specific bonus formulae for the determination of annual incentive compensation for the Company’s executive officers, pursuant to the 2022 Executive Incentive Plan which was adopted by the Committee on March 23, 2022 (the “Plan”), for the year ending December 31, 2024. Under the formulae approved by the Committee, each of the Company’s executive officers was assigned a percentage of such executive officer’s 2024 base salary as a target bonus based upon corporate performance criteria. The corporate performance criteria target bonus award indicated below for Mr. Marc D. Miller is stipulated in his employment agreement dated December 23, 2020, as amended on March 23, 2022.
Mr. Alan B. Miller, who serves as our Executive Chairman of the Board, may be entitled to bonuses and other compensation (including annual incentive bonuses) as may be determined by the Board of Directors. A discretionary cash bonus of $1.04 million was approved by our Compensation Committee and will be paid to Mr. Alan B. Miller for the year ended December 31, 2023.
The following table shows each executive officer’s corporate performance criteria target bonus as a percentage of their base salary for 2024. With respect to Messrs. Marc D. Miller and Steve G. Filton, 100% of their annual incentive bonus for 2024 will be determined using the corporate performance criteria, as described below. With respect to Messrs. Sim and Peterson, their 2024 annual incentive bonus will be determined utilizing: (i) 25% of their annual salary based upon the achievement of the corporate performance criteria, and; (ii) 75% of their annual salary based upon the achievement of the divisional income targets, as described below.
Name |
|
Title |
|
Target Award |
|
|
Marc D. Miller |
|
Chief Executive Officer (“CEO”) and President |
|
|
150 |
% |
Steve G. Filton |
|
Executive Vice President and Chief Financial Officer (“CFO”) |
|
|
100 |
% |
Edward H. Sim |
|
Executive Vice President (“EVP”) and President-Acute Care Division |
|
|
100 |
% |
Matthew J. Peterson |
|
Executive Vice President and President-Behavioral Health Division |
|
|
100 |
% |
Pursuant to the Plan and the formulae approved by the Committee, each executive officer will be entitled to receive between 0% and 200% of that executive officer’s target bonus based, either entirely (100% for Messrs. Marc Miller and Steve Filton) or in part (25% for Messrs. Sim and Peterson), on the Company’s achievement of a combination of: (i) a specified range of target levels of adjusted net income per diluted share attributable to UHS (as set forth in our Proxy Statement), and; (ii) a specified range of target levels of return on capital (adjusted net income attributable to UHS divided by quarterly average net capital) for the year ending December 31, 2024. The adjusted net income per diluted share attributable to UHS excludes the impact of future items, if applicable and material, that are nonrecurring or non-operational in nature, including, among other things, items such as pre-tax unrealized gains/losses resulting from changes in the market value of shares of certain equity securities.
Pursuant to the formulae approved by the Committee, Messrs. Sim and Peterson will be entitled to receive between 0% and 200% of their target bonus that is based on the divisional results (75%). The divisional income targets consist of the projected aggregate pre-tax income for our acute care and behavioral health services segments, net of certain deductions which consist primarily of a charge for the estimated cost of capital. The divisional income targets may be adjusted to include or exclude the impact of items, if applicable and material, that are, among other things, nonrecurring or non-operational in nature.
2024 Long-Term Incentive Stock-Based Compensation Awards - Restricted Stock Units (“RSUs”)
As reflected on the table below, on March 21, 2024, the Committee awarded time-based RSUs and performance-based RSUs to each of our executive officers pursuant to the 2020 Omnibus Stock and Incentive Plan. The time-based RSUs, which had a grant date market value based upon the closing price of our Class B Common Stock on March 21, 2024, of $180.77 per share, are scheduled to vest in four equal installments on the first, second, third and fourth anniversaries of the grant date. The performance-based RSUs, which were awarded pursuant the formulae approved by the Committee, entitle each executive officer to receive between 0% and 150% of that executive officer’s target number of performance-based RSUs based upon achievement of a pre-established specified range of target levels based on the three-year growth in our earnings before interest, taxes, depreciation & amortization and the impacts of other income/expense and net income attributable to noncontrolling interests.
|
|
|
|
Time |
|
Performance |
|
|
|
|
Based Restricted |
|
Based Restricted |
Name |
|
Title |
|
Stock Units |
|
Stock Units |
Marc D. Miller |
|
CEO and President |
|
22,755 |
|
28,446 |
Alan B. Miller |
|
Executive Chairman |
|
11,966 |
|
14,959 |
Steve G. Filton |
|
EVP and CFO |
|
5,792 |
|
7,240 |
Edward G. Sim |
|
EVP and President-Acute Care Division |
|
5,415 |
|
6,769 |
Matthew J. Peterson |
|
EVP and President-Behavioral Health Division |
|
4,758 |
|
5,948 |
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.
Universal Health Services, Inc. |
||
|
||
By: |
|
/s/ Steve Filton |
Name: Steve Filton |
||
Title: Executive Vice President and Chief Financial Officer |
||
Date: March 25, 2024
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/24 | ||||
| Filed on: | 3/25/24 | |||
| For Period end: | 3/21/24 | |||
| 12/31/23 | 10-K | |||
| 3/23/22 | 4, 8-K | |||
| 12/23/20 | 8-K | |||
| List all Filings | ||||