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 stockholders logged into the virtual meeting web portal using their 15-digit phone number can submit questions or comments at any time 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 question as instructed by 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.
Thank you. Welcome to the annual meeting of stockholders of Universal Health Services, Inc. This year's annual meeting is being conducted completely virtually via a 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 Chick Boyle. In addition, Scott Hammond of PricewaterhouseCoopers, our independent auditors, is participating today and is 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 Class C and to Class B and Class D stockholders who requested to receive printed proxy materials. I also represent 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, 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 Class D common stock as of the close of business on March 17th, 2025, the record date for this meeting as prepared and certified by Computershare, transfer agent and registrar for Class B and Class D common stock, and a certified list of holders of the company's Class A and Class C common stock as prepared and certified by me as Secretary of the company, transfer agent and registrar for Class A and Class 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 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 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 Class 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.
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 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. The ratification of the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2025, and to act on a stockholder proposal to elect each director annually, if properly presented at the meeting. The 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. Warren J. Nimetz 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 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. Maria R. Singer for election by the holders of Class B and Class D common stock to serve as director of the company for a three-year term until her 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 ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2025, by the holders of Class A, Class C, Class B, and Class 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 31st, 2025.
I second the motion.
The meeting will now proceed to the stockholder proposal to elect each director annually. I now invite John Chevedden to present this proposal. Mr. Chevedden will have three minutes to present this proposal.
Hello, this is John Chevedden. Proposal three, elect each director annually. Charles asked that UHS take the steps necessary to organize the board of directors in order that each director stand for election at each annual meeting. Classified boards like the UHS board have been found to be one of six entrenching mechanisms that are negatively related to company performance according to What Matters in Corporate Governance by Lucian Bebchuk of the Harvard Law School. Annual election of each director gives shareholders more leverage if directors perform poorly. For instance, if directors approve excessive executive pay, shareholders can soon vote against directors on the executive pay committee instead of potentially waiting three long years under the current setup. This proposal's topic is believed to have received a majority vote from the non-insider UHS shares in 2024. However, UHS is unfortunately a controlled company.
The opposition statement to this proposal is a reminder that there are limitations to any corporate governance improvements or increased shareholder rights that can be expected at UHS due to UHS being a controlled company where insiders have voting power outrageously out of proportion to their money at risk. UHS officers and directors own 60% of UHS common stock, yet have 90% of the voting power. These supersized voting shares, in turn, negatively impact the long-term performance that shareholders can expect from UHS. Shareholders who consider good corporate governance important may be wise to diversify away from UHS. Shareholders are willing to pay a premium for shares of the company that have excellent corporate governance, but sadly, UHS is not such a company. The overall governance score for UHS is 10, with 10 being the worst possible score.
The breakout of dismal UHS governance scores, with 10 being the worst possible scores, are audit eight, board of directors 10, shareholder rights 10, executive pay nine. Please vote yes. Elect each director annually. Proposal three.
The board of directors has waived any requirement that the proposal be formally made and seconded, but that it is being made at this meeting. The board of directors has recommended a vote against the stockholder proposal to elect each director annually for reasons set forth in the proxy statement.
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 2025 annual meeting of stockholders are now closed. Mr. Filton, do we have preliminary voting results?
To 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 returned the official form of proxy. With respect to proposal one, the election of directors, 7,238,163 votes were cast in favor of the election of Warren J. Nimetz, 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 Class D common stockholders who returned the official form of proxy. With respect to proposal one, the election of directors, 26,423,354 votes were cast in favor of the election of Ms. Maria R. Singer, and 22,288,161 votes were withheld.
With respect to proposal two, the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025, 63,483,485 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, 2025. 87,910 votes were cast against, and 2,181 votes abstained. With respect to proposal three, a stockholder proposal to elect each director annually, 4,086,194 votes were cast in favor of the stockholder proposal to elect each director annually. 59,147,751 votes were cast against, and 4,540 votes abstained.
Based on that report, I declare the following: Mr. Warren J. Nimetz and Ms. Maria R. Singer have been elected to serve as directors of the company for a three-year term. The ratification of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2025, has been approved, and the stockholder proposal to elect each director annually has not 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 those in favor of the motion, please say 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.
This concludes the meeting. You may now disconnect.