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'll have a question- and- answer session. Any stockholder logged into the virtual meeting web portal using their 15-digit control number can submit questions or comments at any time by clicking the Q&A tab. Out of consideration for other stockholders, please limit yourself to one question relevant to the annual shareholders meeting. The company will attempt to answer as many questions as time allows. If time does not permit all questions to be addressed, you are encouraged to submit your questions as instructed via the investor section of the company's website. It is now my pleasure to turn today's meeting over to Marc D. Miller, Chief Executive Officer and member of the Board of Directors of Universal Health Services, Inc.
Mr. Miller, the floor is yours.
Welcome to the annual meeting of stockholders of Universal Health Services, Inc. This year's annual meeting is being conducted completely virtually via live audio webcast. I would like to introduce the other directors and officers of the company who are participating in today's meeting. Members of the board of directors are Alan B. Miller, Executive Chairman of the Board, Nina Chen, Eileen McDonnell, Warren Nimetz, Maria Singer, and Dr. Elliot Sussman. Officers of the company are Steve Filton and Cherie Boyle. Scott Hammond and Bill LeVay of PricewaterhouseCoopers, our independent auditors, are participating today and are available to respond to any questions. Harold Murphy of Computershare, our transfer agent, is participating today and will act as inspector of elections as to the Class B and Class D votes.
In order to avoid any confusion, let me take a few moments to outline the format for today's meeting. 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 each proposal. The polls on our virtual meeting website opened at approximately 9:50 A.M. Eastern Time this morning. Any stockholders who have logged into the virtual meeting web portal using their 15-digit control numbers will be able to make or change their votes electronically until we declare the polls have closed. For the record, as persons appointed in the official proxy, Mr. Filton and Alan B. Miller 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. I will act as Chairman of the meeting, and Mr. Steve Filton will act as Secretary of the meeting and Inspector of Elections as to the Class A and Class C votes.
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 who requested to receive printed proxy materials. I also present the affidavits of the inspectors of elections and the voting certification for the Class A and Class C stock prepared and certified by me as Secretary of the company.
The affidavits, form 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 22nd, 2023, the record date for this meeting, as prepared and certified by Computershare, transfer agent and registrar for Class B and D common stock. 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 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 C common stock represented by the official forms of proxy provided to the Class B and Class C 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 Class C stockholders and the number of shares of such classes present or represented here. For purposes of voting for one director by the holders of Class A and Class C common stock, the holders of a majority of the shares of Class A and Class C common stock are present or represented here.
For purposes of voting for one director by the holders of Class B and Class D common stock, the holders of a majority of the shares of Class B and D 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.
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 the election by Class A and Class C stockholders of one member of the board of directors and the election by Class B and Class D stockholders of one member of the board of directors. Next is to conduct an advisory non-binding vote to approve named executive officer compensation, to conduct an advisory non-binding vote on the frequency of future advisory stockholder votes to approve named executive officer compensation, and the ratification of the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2023.
This meeting will now proceed to the election of one director of the company by the holders of Class A and Class C common stock voting together as a single class. We will now accept the nomination for one director to be elected by the holders of Class A and Class C common stock voting together as a single class.
I nominate Mr. Alan B. Miller for election by the holders of Class A and Class C common stock to serve as a director of the company for a three-year term and until his successor has been elected and have qualified.
I second the motion.
Since there are no other nominations, the nominations are closed. The meeting will now proceed to the election of one director of the company by the holders of Class B and Class D common stock voting together as a single class. We will now accept the nomination for a director to be elected by the holders of Class B and Class D common stock voting together as a single class.
I nominate Ms. Nina Chen-Langenmayr for election by the holders of Class C and Class D common stock to serve as director of the company for a three-year term and until her successor has been elected and has qualified.
I second the motion.
Since there are no other nominations, the nominations are closed. The meeting will now proceed to the advisory non-binding vote to approve named executive officer compensation by the holders of Class A, C, B, and D common stocks. We will now entertain a motion to approve named executive officer compensation by the holders of Class A and C, B and D common stock.
I move for the approval of the named executive officer compensation.
I second the motion.
The meeting will now proceed to the advisory non-binding vote on the frequency of future advisory stockholder votes to approve named executive officer compensation by the holders of Class A and C, B and D common stock.
I move for the approval of the triennial advisory non-binding vote on the frequency of future advisory stockholder votes to approve named executive officer compensation.
I second the motion.
The meeting will now proceed to the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2023 by the holders of Class A and C, B and D common stock. We will now entertain a motion for the ratification.
I move to ratify PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December thirty-first, 2023.
I second the motion.
There are no other matters, Mr. Chairman. If any stockholder logged in via control number would like to ask a question about the proposals, please do so now via the web portal.
The polls are about to close. Any stockholder logged in via control number to our virtual meeting web portal who hasn't yet voted or would like to change his or her vote should do so now by clicking on the voting button on the web portal and following the instructions there. Stockholders who have timely submitted proxies by mail, telephone, or internet, or given their brokers voting instructions and do not wish to change their votes do not need to take any further action. Now that all eligible stockholders have had a final opportunity to vote, I declare that the polls for the 2023 annual meeting of stockholders are now closed. Mr. Filton, do we have preliminary voting results?
As a person appointed in the proxy, I have voted in accordance with the proxies received from all the Class A and C common stockholders who returned the official form of proxy with respect to Proposal one, the election of directors. 7,238,788 votes were cast in favor of the election of Alan B. Miller, and no votes were withheld. 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 and returned the official form of proxy. With respect to Proposal one, the election of directors, 55,908,386 votes were cast in favor of the election of Ms. Nina Chen-Langenmayr, and 283,211 votes were withheld.
With respect to proposal two, the approval of an advisory non-binding vote to approve named executive officer compensation, 63,345,551 votes were cast in favor of the approval of named executive officer compensation. 640,070 votes were cast against, and 3,382 votes abstained. With respect to proposal three, the approval of an advisory non-binding vote on the frequency of future advisory stockholder votes to approve named executive officer compensation, 59,223,681 votes were cast in favor of a triennial frequency of future advisory stockholder votes to approve named executive officer compensation. 1,463 votes were cast in favor of a bi-biennial frequency of future advisory stockholder votes to approve named executive officer compensation.
4,761,732 votes were cast in favor of an annual frequency of future advisory stockholder votes to approve named executive officer compensation. 2,127 votes abstained. With respect to proposal for the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2023, 64,144,783 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, 2023. 50,119 votes were cast against, and 1,548 votes abstained.
Based on that report, I declare the following. Mr. Alan B. Miller and Ms. Nina Chen-Langenmayr have been elected to serve as directors of the company for a three-year term. The advisory non-binding vote to approve named executive officer compensation has been approved. The triennial advisory non-binding vote on future advisory stockholder votes to approve named executive officer has been approved. The ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2023, has been approved. This completes our agenda. Thank you for listening through the legal formalities of the meeting. The chair entertains 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.
Aye.
All opposed. The motion is carried and the meeting is adjourned. The business affairs of the company were fully discussed in our shareholders' 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. Thank you for your attention and 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 using their 15-digit control number would like to ask a question. If you have not already done so, please submit your question now by clicking on the Q&A tab. 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, if time does not permit all questions to be addressed, you are encouraged to submit your questions as instructed via the Investor section of the company's website.
Steve, do we have any questions presented by stockholders today?
Currently, we have one question. I will read it and provide a response. The question reads, "On behalf of the Carpenter Pension Funds, my question relates to the issue of officer personal liability for fiduciary duty violations. Delaware corporate law now permits corporations to amend their certificate of incorporation to limit personal liability of senior corporate officers for monetary damages in connection with an officer's breach of their fiduciary duty of care. The permitted amendment covers most senior officers. Has the board discussed the officer exculpation issue, and if so, is there consideration of advancing a certificate amendment?" The response is that our board is aware of the issue and will consider it. We thank you for your question. At the current time, there are no further questions.
Okay. Thanks, Steve. We appreciate everyone's participation today at our virtual stockholder meeting. Thank you.
This concludes today's meeting. You may now disconnect. Everyone, have a great day.