---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-022734"
form_type: "8-K"
ticker: "UHS"
cik: "0000352915"
company_name: "UNIVERSAL HEALTH SERVICES INC"
filed_at: "2023-05-17T23:59:59+00:00"
generated_at: "2026-06-14T22:44:13.144341+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# UHS shareholders re-elect directors, approve say-on-pay and 3-year frequency for future votes

## Summary
- Directors Alan B. Miller (Class A/C) and Nina Chen-Langenmayr (Class B/D) re-elected with large majorities.
- Non-binding advisory vote on executive compensation passed: 63.3M for, 640k against.
- Shareholders approved a three-year frequency for future say-on-pay votes (59.2M votes for three years).
- Ratification of PwC as independent auditor for FY 2023 passed: 64.1M for, 50k against.
- Board will hold say-on-pay votes every three years until next frequency vote.

## SEC filing metadata
- accession: 0000950170-23-022734
- form_type: 8-K
- ticker: UHS
- cik: 0000352915
- company_name: UNIVERSAL HEALTH SERVICES INC
- filed_at: 2023-05-17T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/352915/000095017023022734/0000950170-23-022734-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/352915/000095017023022734/uhs-20230517.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-022734
- JSON: https://secwatch.observer/filing/0000950170-23-022734.json
- Plain text: https://secwatch.observer/filing/0000950170-23-022734.txt

## Key facts
- Shareholder Votes
  UNIVERSAL HEALTH SERVICES INC shareholders approved Non-binding advisory vote on named executive officer compensation at the 2023-05-17 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Proposal No. 2: Non-binding advisory vote on named executive officer compensation: Votes cast in favor 63,345,551 Votes cast against 640,071 Votes abstained 3,382 Broker non-votes 207,447 Uncast 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/352915/000095017023022734/0000950170-23-022734-index.htm
- Shareholder Votes
  UNIVERSAL HEALTH SERVICES INC shareholders approved Ratification of the selection of PricewaterhouseCoopers, LLP, as the independent registered public accounting firm for fiscal year 2023 at the 2023-05-17 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Proposal No. 4: Ratification of the selection of PricewaterhouseCoopers, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: Votes cast in favor 64,144,783 Votes cast against 50,119 Votes abstained 1,548 Broker non-votes 0 Uncast 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/352915/000095017023022734/0000950170-23-022734-index.htm
- Shareholder Votes
  UNIVERSAL HEALTH SERVICES INC shareholders approved Non-binding advisory vote on the frequency of future advisory votes on named executive officer compensation at the 2023-05-17 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Proposal No. 3: Non-binding advisory vote on the frequency of future advisory votes on named executive officer compensation: One Year 4,761,732 Two Years 1,463 Three Years 59,223,681 Votes abstained 2,127 Broker non-votes 207,447 Uncast 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/352915/000095017023022734/0000950170-23-022734-index.htm
- Shareholder Votes
  UNIVERSAL HEALTH SERVICES INC shareholders approved Election of Directors at the 2023-05-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Proposal No. 1: Election of Directors: Alan B. Miller – elected by the Class A and Class C Stockholders: Votes cast in favor 7,238,788 Votes withheld 0 Broker non-votes 0 Nina Chen-Langenmayr – elected by the Class B and Class D Stockholders: Votes cast in favor 55,908,386 Votes withheld 283,213 Broker non-votes 2,074,469 Uncast 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/352915/000095017023022734/0000950170-23-022734-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.