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 22, 2018
 
 
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(b))
 
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))
 
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 5.07 Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting of Stockholders (the "Annual Meeting") of U.S. Physical Therapy, Inc. (the "Company") was held on May 22, 2018. At the Annual Meeting, the Company's stockholders approved the three proposals, one of which is non-binding, which are described in detail in the company's definitive proxy statement dated April 5, 2018. ("Definitive Proxy"). Absentions and broker non-votes were counted for purposes of determining whether a quorom was present.
 
The results are as follows:
 
Proposal 1 - Election of ten directors to serve until the next annual meeting of stockholders.
 
   
Votes
Broker
Nominees
Votes For
Withheld
Non-Votes
Jerald L. Pullins
  10,994,728
       480,760
       769,664
Christopher J. Reading
  11,437,359
         38,129
       769,664
Lawrance W. McAfee
  10,081,577
    1,393,911
       769,664
Mark J. Brookner
  10,975,954
       499,534
       769,664
Harry S. Chapman
  11,376,371
         99,117
       769,664
Kathleen A. Gilmartin
  11,451,929
         23,559
       769,664
Bernard A. Harris, Jr.
  11,076,462
       399,026
       769,664
Edward L. Kuntz
  11,382,352
         93,136
       769,664
Reginald E. Swanson
  11,298,684
       176,804
       769,664
Clayton K. Trier
  11,063,986
       411,502
       769,664
 
Proposal 2 - Advisory vote to approve named executive officer compensation.
 
 
Votes
Votes
Broker
Votes For
Against
Abstaining
Non-Votes
  7,311,965
  3,871,006     
  292,517         
     769,664  
 
 
Proposal 3 - Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2018.
 
  
Votes
Votes
  
Votes For
Against
Abstaining
  
  12,188,907
  36,983
  19,262         
  
 
 
 
With respect to proposal 1, broker non-votes were not treated as a vote for or against any particular nominee and did not affect the outcome of the election of directors. With Proposal 2, broker non-votes did not have any effect on the outcome of the vote.
 
 
 
 
 
 

 
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 23, 2018
 
  
 
By:
 
/s/ LAWRANCE W. MCAFEE
 
 
  
 
  
 
Lawrance W. McAfee
 
 
  
 
  
 
Chief Financial Officer
 
 
  
 
  
 
(duly authorized officer and principal financial
           and accounting officer)