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 18, 2021


 U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)


Nevada
  
1-11151
  
76-0364866
(State or other jurisdiction
of incorporation or organization)
  
(Commission
File Number)
  
(I.R.S. Employer
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):

☐
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 Symbol(s)
Name of each exchange on which registered
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 5.07 Submission of Matters to a Vote of Security Holders.
At the Meeting held on May 18, 2021, U.S. Physical Theraphy, Inc. stockholders approved the four proposals, one of which is non-binding, which are described in detail in the Proxy Statement, filed with SEC on April 5, 2021. 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 eight directors to serve until the next annual meeting of stockholders.
   
Votes
Broker
Nominees
Votes For
Withheld
Non-Votes
Edward L. Kuntz
            10,970,646
           856,095
           417,551
Christopher J. Reading
            11,681,508
           145,233
           417,551
Mark J. Brookner
            11,271,952
           554,789
           417,551
Harry S. Chapman
            11,671,843
           154,898
           417,551
Dr. Bernard A. Harris, Jr.
            11,104,146
           722,595
           417,551
Kathleen A. Gilmartin
            11,802,251
             24,490
           417,551
Reginald E. Swanson
            11,678,347
           148,394
           417,551
Clayton K. Trier
            11,121,002
           705,739
           417,551
       

    Proposal 2 - Advisory vote to approve named executive officer compensation.

 
Votes
Votes
Broker
Votes For
Against
Abstaining
Non-Votes
       11,177,022
       630,135
         19,584
       417,551
       

Proposal 3 - Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2021.

 
Votes
Votes
Votes For
Against
Abstaining
       12,208,019
         18,785
         17,488
     

    Proposal 4 – Consideration of any other matters that may properly come before the meeting or any adjournments.

 
 
Votes
Votes
Broker
Votes For
Against
Abstaining
Non-Votes
            874,883
  10,609,812
       179,873
       579,724
       







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, 2021
     
By:
  
/s/ CAREY HENDRICKSON
  
           
Carey Hendrickson
  
           
Chief Financial Officer
  
           
(duly authorized officer and principal financial and accounting officer)