false 0000352915 0000352915 2020-09-04 2020-09-04





Washington, D.C. 20549





Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 4, 2020



(Exact name of registrant as specified in its charter)








(State or other jurisdiction of




(I.R.S. Employer

Incorporation or Organization)


File Number)


Identification No.)



KING OF PRUSSIA, Pennsylvania 19406

(Address of principal executive office) (Zip Code)

Registrant’s telephone number, including area code (610) 768-3300

Not Applicable

(Former name or former address, if changed since last report)


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 Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 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 Symbol(s)

Name of each exchange on which registered

Class B Common Stock


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


Mr. Alan B. Miller, the Chairman and Chief Executive Officer of Universal Health Services, Inc. (the “Company”) has informed the Board of Directors of the Company of his decision to step down from the role of Chief Executive Officer of the Company effective January 1, 2021. The Board of Directors has appointed Marc D. Miller, currently President of the Company, to assume the role of Chief Executive Officer while continuing to serve as President and a member of the Board of Directors and appointed Alan B. Miller as Executive Chairman of the Board effective on that date.


Biographical and certain other information for each of Messrs. Alan B. Miller and Marc D. Miller (including certain transactions since the beginning of the Company’s last fiscal year in which the Company was a participant and in which each of Messrs. Alan B. Miller and Marc D. Miller has an interest that are required to be reported under Item 404(a) of Regulation S-K) can be found in the Company’s definitive proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on April 9, 2020 and is incorporated by reference herein.


Item 7.01 Regulation FD Disclosure

On September 8, 2020, we issued a press release announcing the matters discussed above. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.






Universal Health Services, Inc., press release, dated September 8, 2020.




Cover Page Interactive Data File (embedded within the Inline XBRL document).






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.


Universal Health Services, Inc.




/s/ Steve Filton

Name: Steve Filton

Title: Executive Vice President and

            Chief Financial Officer

Date: September 8, 2020