a51106232.htm


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 19, 2015 (May 19, 2015)

U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
1-11151
76-0364866
(State or other jurisdiction of
(Commission File
(I.R.S. Employer
incorporation or organization)
Number)
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):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
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 19, 2015.  At the Annual Meeting, the Company’s stockholders approved the four proposals, one of which is non-binding, which are described in detail in the Company’s definitive proxy statement dated April 9, 2015 (“Definitive Proxy”).  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 eleven directors to serve until the next annual meeting of stockholders.
 
   
Votes
Broker
Nominees
Votes For
Withheld
Non-Votes
Jerald L. Pullins
  10,661,509
       103,693
       753,410
Christopher J. Reading
  10,663,210
       101,992
       753,410
Lawrance W. McAfee
    9,709,553
    1,055,649
       753,410
Daniel C. Arnold
  10,401,762
       363,440
       753,410
Mark J. Brookner
  10,402,713
       362,489
       753,410
Harry S. Chapman
  10,702,693
         62,509
       753,410
Bernard A. Harris, Jr.
  10,684,254
         80,948
       753,410
Marlin W. Johnston
  10,401,863
       363,339
       753,410
Edward L. Kuntz
  10,702,907
         62,295
       753,410
Regg E. Swanson
  10,697,384
         67,818
       753,410
Clayton K. Trier
  10,702,788
         62,414
       753,410
 
 
Proposal 2 –
Advisory vote to approve named executive officer compensation.
 
 
Votes
Votes
Broker
  
Votes For
Against
Abstaining
Non-Votes
  
  10,359,153
       401,153
           4,896
       753,410
  
 
 
Proposal 3 –
Reapprove the material terms of the Company’s Amended and Restated 2003 Stock Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code.

 
Votes
Votes
Broker
  
Votes For
Against
Abstaining
Non-Votes
  
    9,589,608
    1,172,629
           2,965
       753,410
  
 
 
 
 
 
Proposal 4 -
Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2015.

 
Votes
Votes
    
Votes For
Against
Abstaining
    
  11,141,349
         48,938
       328,325
  

 
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 and Proposal 3, 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 19, 2015
By: /s/ LAWRANCE W. MCAFEE
  
 
Lawrance W. McAfee
  
 
Chief Financial Officer
  
 
(duly authorized officer and principal financial
  
 
and accounting officer)