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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 16, 2023

 U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)

Nevada
1-11151
76-0364866
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

1300 West Sam Houston Parkway South,
Suite 300, Houston, Texas
77042
(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

(d) Election of Directors

As discussed under Item 5.07 below, on May 16, 2023, Ms. Nancy Ham was elected to serve on board of directors (the “Board”) of U.S. Physical Therapy, Inc. (the “Company”) (NYSE: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, during the Company's Annual Shareholders' Meeting held on May 16, 2023, with her service effective on the same date.

After her election, Ms. Ham was appointed to the Compliance Committee of the Board, effective May 16, 2023.

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

At the Company's Annual Shareholders' Meeting held on May 16, 2022, the Company's stockholders approved four proposals, which are described in detail in the Proxy Statement on Schedule A, filed with SEC on April 10, 2023. 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 eight directors to serve until the next annual meeting of stockholders.
Nominees
Votes For
  
Votes Withheld
  

Edward L. Kuntz
10,953,803
  
881,074
  

Christopher J. Reading
11,655,490
  
179,387
  

Dr. Bernard A. Harris Jr.
10,751,194
  
1,083,683
  

Kathleen A. Gilmartin
11,791,359
  
43,518
  

Regg E. Swanson
11,650,602
  
184,275
  

Clayton K. Trier
10,623,001
  
1,211,876
  

Anne B. Motsenbocker
11,791,118
  
43,759
  

Nancy J. Ham
11,813,284
  
21,593
  

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

 
Votes For
  
Votes Against
    
Votes Abstaining
    
Broker Non-Votes
  
 
10,536,366
  
1,294,634
    
3,877
    
433,706
  

Proposal 3 - Advisory vote to approve, the frequency of the advisory vote on named executive compensation.

 
1 Year
2 Years

3 Years

Votes Abstaining
 
11,373,693
1,345

457,999

1,840

Proposal 4 - Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2023.
Votes For
Votes Against

Votes Abstaining

12,241,922
25,773

888

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

ITEM 7.01 Regulation FD Disclosure

On May 16, 2023, the Company announced that Ms. Ham was elected to serve on the Board.  A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 

ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS

Exhibits
Description of Exhibits

 

 Registrant’s Press Release dated May 16, 2023*

* Furnished herewith.


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 17, 2023
By:
/s/ CAREY HENDRICKSON
 
Carey Hendrickson
 
Chief Financial Officer
 
(duly authorized officer and principal financial and accounting officer)


EX-99.1 2 brhc20053069_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

CONTACT:
U.S. Physical Therapy, Inc.
Carey Hendrickson, Chief Financial Officer
      email: chendrickson@usph.com
Chris Reading, Chief Executive Officer
(713) 297-7000
Three Part Advisors
Joe Noyons
(817) 778-8424

U.S. Physical Therapy Elects Nancy Ham
to the Board of Directors

Houston, TX, May 16, 2023 – U.S. Physical Therapy, Inc. ("USPH" or the “Company”) (NYSE: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, announced today that Ms. Nancy Ham was elected to serve on the Company’s Board of Directors  (“Board”) during the Company’s Annual Shareholders’ Meeting held on May 16, 2023, with her service effective on the same date.

Ms. Ham is the former Chief Executive Officer and Director of WebPT, a national provider of billing systems and electronic medical record solutions, where she served in such roles from 2016 through 2021. Prior to WebPT, from 2005 through 2016, Ms. Ham served as Chief Executive Officer and/or President of four companies involved in various aspects of the health care technology industry, serving hospitals, rehabilitation providers and health plans. Ms. Ham currently serves as a director of HST Pathways, a leading provider of software solutions to health care providers, Blue Cross Blue Shield of Arizona, a health insurance company, and Power Wellness, a medical fitness company. She is also an Advisory Board Member of Madison Dearborn Partners, LLC, a private equity firm focused on healthcare technology services, HLM Ventures, a venture capital firm also focused on health care technology services, and LRV Health, a venture capital firm focused on health care technology.

Edward Kuntz, Chairman of the Board, stated, “On behalf of the Board of Directors, I am delighted to welcome Nancy as a new independent director.  I am confident that she will bring valuable insight and perspective to the Board.”

About U.S. Physical Therapy, Inc.

Founded in 1990, U.S. Physical Therapy, Inc. operates 649 outpatient physical therapy clinics in 40 states. The Company's clinics provide preventative and post-operative care for a variety of orthopedic-related disorders and sports-related injuries, treatment for neurologically-related injuries and rehabilitation of injured workers. In addition to owning and operating clinics, the Company manages 34 physical therapy facilities for unaffiliated third parties, including hospitals and physician groups. The Company also has an industrial injury prevention business which provides onsite services for clients’ employees including injury prevention and rehabilitation, performance optimization, post-offer employment testing, functional capacity evaluations, and ergonomic assessments.
 
More information about U.S. Physical Therapy, Inc. is available at www.usph.com. The information included on that website is not incorporated into this press release.