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, 2015 (May 19, 2015)
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 1-11151 | 76-0364866 |
| (State or other jurisdiction of | (Commission File | (I.R.S. Employer |
| incorporation or organization) | Number) | Identification No.) |
| 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the “Annual Meeting”) of U. S. Physical Therapy, Inc. (the “Company”) was held on May 19, 2015. At the Annual Meeting, the Company’s stockholders approved the four proposals, one of which is non-binding, which are described in detail in the Company’s definitive proxy statement dated April 9, 2015 (“Definitive Proxy”). Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present.
The results are as follows:
| Proposal 1 - | Election of eleven directors to serve until the next annual meeting of stockholders. |
| Votes | Broker | ||
| Nominees | Votes For | Withheld | Non-Votes |
| Jerald L. Pullins | 10,661,509 | 103,693 | 753,410 |
| Christopher J. Reading | 10,663,210 | 101,992 | 753,410 |
| Lawrance W. McAfee | 9,709,553 | 1,055,649 | 753,410 |
| Daniel C. Arnold | 10,401,762 | 363,440 | 753,410 |
| Mark J. Brookner | 10,402,713 | 362,489 | 753,410 |
| Harry S. Chapman | 10,702,693 | 62,509 | 753,410 |
| Bernard A. Harris, Jr. | 10,684,254 | 80,948 | 753,410 |
| Marlin W. Johnston | 10,401,863 | 363,339 | 753,410 |
| Edward L. Kuntz | 10,702,907 | 62,295 | 753,410 |
| Regg E. Swanson | 10,697,384 | 67,818 | 753,410 |
| Clayton K. Trier | 10,702,788 | 62,414 | 753,410 |
| Proposal 2 – | Advisory vote to approve named executive officer compensation. |
| Votes | Votes | Broker | ||
| Votes For | Against | Abstaining | Non-Votes | |
| 10,359,153 | 401,153 | 4,896 | 753,410 |
| Proposal 3 – | Reapprove the material terms of the Company’s Amended and Restated 2003 Stock Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code. |
| Votes | Votes | Broker | ||
| Votes For | Against | Abstaining | Non-Votes | |
| 9,589,608 | 1,172,629 | 2,965 | 753,410 |
| Proposal 4 - | Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2015. |
| Votes | Votes | |||
| Votes For | Against | Abstaining | ||
| 11,141,349 | 48,938 | 328,325 | ||
With respect to Proposal 1, broker non-votes were not treated as a vote for or against any particular nominee and did not affect the outcome of the election of directors. With Proposal 2 and Proposal 3, broker non-votes did not have any effect on the outcome of the vote.
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.
| U.S. PHYSICAL THERAPY, INC. | ||
| Dated: May 19, 2015 | By: /s/ LAWRANCE W. MCAFEE | |
| Lawrance W. McAfee | ||
| Chief Financial Officer | ||
| (duly authorized officer and principal financial | ||
| and accounting officer) |