AGM 2020

May 20, 2020

Hello, and welcome to the Annual Meeting of Stockholders of Universal Health Services Inc. Please note that today's meeting is being recorded. After the formal meeting has adjourned, we will have a question and answer section. Any stockholder logged into the virtual meeting web portal using their 15 digit control can submit questions or comments at any time by clicking on the message icon. Out of consideration for other stockholders, please limit yourself to one question relevant to the annual stockholders' meeting. The company will attempt to answer as many questions as time allows. However, as time does not permit all questions to be addressed, you are encouraged to submit your question as instructed via the Investors section of the company's website. It is now my pleasure to turn today's meeting over to Alan B. Miller, Chairman and CEO of Universal Health Services Inc. Mr. Miller, the floor is yours. Okay. Thank you very much. Welcome to the Annual Meeting of Stockholders of Universal Health Services. Due to the unprecedented public health impact of COVID-nineteen pandemic and to support the health and well-being of our communities, employees, stockholders and other stakeholders, this year's Annual Meeting is being conducted completely virtually via a live audio webcast. I am Alan Miller, Chairman of the Board and Chief Executive. I would like to introduce the other directors and officers of the company who are participating in today's meeting. Directors and Officers, Mark Miller, the President Larry Gibbs, Maria Singer, Eileen McDonnell, Warren Nimitz and Doctor. Elliot Sussman. Steve Filton and Chick Boyle, officers of the company are in attendance. And in addition, Jeff Williams and Bill Liva of PricewaterhouseCoopers, our independent auditors are participating today and available to respond to any questions. Jay Volner of Computershare, our transfer agent is participating today and will act as Inspector of Elections as to the Class B and D votes. In order to avoid any confusion, let me take a few moments to outline the format. First, each company proposal will be made and seconded, The Board of Directors position on each proposal is set forth in the proxy statement, which was made available to all stockholders eligible to vote. Next, we will tally the preliminary votes with regard to respective proposals. The polls on our virtual meeting website opened at approximately 9:50 am Eastern Time this morning. Any stockholders who have logged into the virtual meeting web portal using their 15 digit control numbers and who wish to make or change their votes online should do so right now. Okay. The polls are now closed. For the record, as persons appointed in the official proxy, Mr. Filton and I have voted in accordance with the proxies received from stockholders. Once the votes on all the proposals have been tallied and the results announced, the meeting will be adjourned. After the meeting is adjourned, we will attempt to answer as many stockholder questions as time allows. This meeting will please come to order. Mr. Steve Filton will act as Secretary of the meeting and Inspector of Elections as to the Class A and Class C votes. Mr. Filton? Mr. Chairman, I present the affidavits of Computershare and this company with respect to the notification to the company's stockholders of the notice of the meeting, the annual report, the proxy statement and the forms of proxy, which were mailed to Class A and C and to Class B and D stockholders requested to receive printed proxy materials. I also present the affidavits of the inspectors of elections and the voting certifications of the Class A and C stock prepared and certified by me as Secretary of the company. The affidavits, forms of proxy materials and voting certification are directed to be filed with the company's records. Mr. Chairman, I present the certified list of holders of the company's Class B and D common stock as of the close of business on March 24, 2020, the record date for this meeting as prepared and certified by Computershare, transfer agent and registrar for Class B and D common stock and a certified list of holders of the company's Class A and C common stock as prepared and certified by me as secretary of the company, transfer agent and registrar for Class A and C common stock. The lists of common stockholders are directed to be filed with the company's records. Mr. Chairman, the transfer agent has computed the number of shares of Class B and Class D common stock represented by the official forms of proxy provided to the Class B and Class D stockholders and the number of shares of such classes present or represented here. I have computed the number of shares of Class A and Class C common stock represented by the forms of proxy provided to Class A and C stockholders and the number of shares of such classes present or represented here. For purposes of voting for 1 director by the holders of Class A and Class C common stock, the holders of a majority of the shares of Class A and C common stock are present or represented here. For purposes of voting on each of the other proposals at the meeting, the holders of a majority of common stock votes are present or represented here. A quorum for all matters is present and the meeting is properly constituted for the transaction of business. As set forth in the notice sent to each of the stockholders, the business of this meeting includes: 1, the election by Class A and Class C stockholders of one member of the Board and the election by Class B and D of 1 member of the Board of Directors. 2, the approval of the Universal Health Services 2020 omnibus stock and incentive plan 3, the non binding advisory vote to approve named executive officer compensation and 4, the ratification of the selection of Pricewaterhouse Coopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The meeting will now proceed to the election of 1 Director of the company by the holders of Class A and C Common Stock. We will now accept the nomination for 1 director to be elected by the holders of Class A and Class C common stock. I nominate Mr. Alan B. Miller for election by the holders of Class A and Class C common stock to serve as Director of the company for a 3 year term and until his successor has been elected and has qualified? I second the motion. Since there are no other nominations, denominations are closed. As the person appointed in the proxy, I have voted in accordance with the proxies received from all the Class A and Class C common stockholders who return the official form of proxy. 7,238,788 votes were cast in favor of the election of Mr. Allen B. Miller and no votes were withheld. Based on that report, the Chair declares that Mr. Allen B. Miller has been elected to serve as a Director of the company for a 3 year term. The meeting will now proceed to the election of 1 Director of the company by the holders of Class B and D Common Stock. We will now accept the nomination for a director to be elected by the holders of said Class B and D common stock. I nominate Mr. Lawrence S. Gibbs for election by the holders of Class B and Class D common stock to serve as a Director of the company for a 3 year term and until his successor has been elected and has As a person appointed in the proxy, I have voted in accordance with the proxies received from all the Class B and D common stockholders who returned the official form of proxy. 45,138,738 votes have been cast in favor of the election of Mr. Lawrence S. Gibbs and 23,128,663 votes have been withheld. Based on that report, Mr. Lawrence S. Gibbs has received a plurality of the votes cast and the chair declares that Mr. Lawrence S. Gibbs has been elected to serve as a Director of the company for a 3 year term. As the next order of business, the meeting will now proceed to the approval of the Universal Health Services 2020 Omnibus Stock and Incentive Plan by the holders of Class A, C, B and D. We will now entertain a motion to approve the Universal Health Services Omnibus stock and incentive plan. I move to approve the Universal Health Services 2020 Omnibus Stock and Incentive Plan. I second the motion. As a person appointed in the proxy, I have voted in accordance with the proxies received from all the Class A, C, B and D common stockholders who return the official form of proxy. 61,339,002 votes were cast in favor of the approval of the Universal Health Services Inc. 2020 Omnibus Stock and Incentive Plan, 3,856,193 votes were cast against and 2,684 votes abstained. Based on that report, I declare the Universal Health Services 2020 Omnibus Stock and Incentive Plan has been approved. As the next order of business, the meeting will now proceed the advisory non binding vote to approve named executive officer compensation by the holders of Class A, C, B and D common stock. We will now entertain a motion to approve named executive offers of compensation by those holders. I move for the approval of the named executive officer compensation. I second the motion. As a person appointed in the proxy, I have voted in accordance with the proxies received from all the Class A, C, B and D common stockholders who return the official form of proxy. 58,722,749 votes were cast in favor of the approval of the named executive officer compensation, 6,471,435 votes were cast against and 3,695 votes abstained. Based on that report, I declare the approval of the non binding advisory vote to approve named executive officer compensation. As the next order of business, the meeting will now proceed to firm for the fiscal year ending December 31, 2020 by the holders of Classes A, C, B and D common stock. We will now entertain a motion to ratify Pricewaterhouse as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020 by the holders of Class A, C, B and D common stock. I move to ratify PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. I second the motion. As a person appointed in the proxy, I have voted in accordance with the proxies received from all the Class A, C, B and D common stockholders who return the official form of proxy. 65,000,000 300 and 68,600 votes were cast in favor of ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. 91,992 votes were cast against and 2,090 votes abstained. Based on that report, I declare the ratification of PricewaterhouseCoopers as the company's independent registered public accounting firm. This completes our agenda. I thank you for listening through the legal formalities of the meeting. The chair will entertain a motion for adjournment of the meeting. I move that the meeting be adjourned. I second that motion. All in favor of the motion, please say aye. Aye. All opposed. Okay. The motion is carried and the meeting is adjourned. The business affairs of the company were fully discussed in my letter and the balance of the annual report. I will be glad to answer any questions which the stockholders may have concerning the business and affairs of the company. And I thank you for your attendance. At this time, the company would like to take any questions you might have for them today. If any stockholders logged into the virtual meeting web portal The company will attempt to answer as many questions as time allows. However, if time does not permit all questions to be addressed, you are encouraged to submit your question as instructed via the Investors section of the company's website. Mr. Chairman, we had at least one question, which I'll read to you. It is what is the current status of the Department of Justice settlement? Has the agreement changed? When will a corporate integrity agreement be formed and available to the public? Is Matt our attorney there? No, he's not, Alan. Steve, do you want to answer the question? Sure. So as we've disclosed in our publicly filed documents, we have reached a tentative settlement with the government on the DOJ settlement. We continue to negotiate final agreements. And while there's no guarantee that those will reach conclusion, we're hopeful that they will and in relatively short order in the next few months. There will be a corporate integrity agreement as part of that that the company is fully prepared to comply with. Another question, any others? At the moment, Mr. Chairman, there are no other questions. Okay. I hereby declare the meeting officially over. The question period is over. And I thank everyone for their attendance. We will talk with you next year. Bye bye. This concludes the meeting. You may now disconnect.