UNITED STATESSECURITIES 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): February 25, 2020
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
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| Nevada | | 1-11151 | | 76-0364866 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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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):
| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading | Name of each exchange on which registered |
| | Symbol(s) | |
| Common Stock, $.01 par value | USPH | New York Stock Exchange |
| 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). |
| Emerging growth company ☐ |
| | |
| 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. ☐ |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2020, the Board of Directors of the U.S. Physical Therapy, Inc. (“Company”) adopted a resolution appointing Mr. Edward L. Kuntz as Chairman of the Board effective on the date of his reelection to the Board of Directors at the next Annual Meeting of Shareholders scheduled on May 19, 2020 (“Annual Meeting”). Mr. Kuntz has served as a director of the Company since August 26, 2014.
Mr. Jerald L. Pullins, the current Chairman of the Board of the Company, will not stand for reelection. In accordance with the Company’s Corporate Governance Guidelines, incumbent directors who have achieved the age of 78 as of the date of the Annual Meeting shall not be eligible for nomination, appointment or election to the Board.
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: February 25, 2020 | | | | By: | | /s/ LAWRANCE W. MCAFEE |
| | | | | | | Lawrance W. McAfee |
| | | | | | | Chief Financial Officer |
| | | �� | | | | (duly authorized officer and principal financial and accounting officer) |
