Form 8-K U S PHYSICAL THERAPY For: May 19
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, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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).
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Emerging growth company
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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.
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◻
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 19, 2026, U.S. Physical Therapy, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on and approved the three proposals
described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2026. Abstentions and broker non-votes were counted for purposes of determining the presence of a quorum.
The results are as follows:
Proposal 1 - Election of seven directors to serve until the next annual meeting of
stockholders.
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Nominees
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Votes For
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Votes Withheld
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Christopher J. Reading
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13,850,539
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257,693
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Dr. Bernard A. Harris, Jr.
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13,260,431
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847,801
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Kathleen A. Gilmartin
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13,294,742
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813,490
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Regg E. Swanson
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13,271,683
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836,549
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Anne B. Motsenbocker
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13,279,362
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828,870
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Michael G. Mayrsohn
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13,765,568
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342,664
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Peter F. Minan
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14,005,301
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102,931
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Proposal 2 - Advisory vote to approve named executive officer compensation.
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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13,203,434
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894,885
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9,913
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494,670
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Proposal 3 -
Ratification of the appointment of Grant Thornton LLP. as our independent registered public accounting firm for year ending
December 31, 2026.
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Votes For
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Votes Against
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Votes Abstaining
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14,475,354
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126,323
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1,225
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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.
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U.S. PHYSICAL THERAPY, INC.
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Dated: May 19, 2026
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By:
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/s/ RICK BINSTEIN
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Rick Binstein
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EVP, General Counsel
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(duly authorized officer and principal financial and accounting officer)
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