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Get filing alertsUHS completes routine 2026 Annual Meeting, elects directors and approves executive pay
Filed May 22, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
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Two directors elected for three-year terms: Alan B. Miller (Class A/C stockholders, unanimous) and Nina Chen-Langenmayr (Class B/D stockholders, 69% approval with 31% withheld).
Item 5.07 verify on EDGAR → -
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Executive compensation approved with 99.6% support in advisory vote, signaling strong shareholder backing for current pay practices.
Item 5.07 verify on EDGAR → -
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PricewaterhouseCoopers ratified as 2026 auditor with 99.9% approval, maintaining continuity in external audit relationship.
Item 5.07 verify on EDGAR → -
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Shareholders rejected proposal to change vote reporting methodology by 95% margin; workforce diversity proposal withdrawn before vote.
Item 5.07 verify on EDGAR →
Summary
Universal Health Services held its 2026 Annual Meeting on May 20, completing standard corporate governance matters with no surprises. The company's dual-class voting structure was on display as different shareholder classes elected separate directors, with Alan B. Miller receiving unanimous support and Nina Chen-Langenmayr approved despite 31% of votes withheld.
Executive compensation received overwhelming approval at 99.6%, indicating shareholders are satisfied with current pay practices. For retail investors, this filing represents routine annual meeting business with no material impact on operations or strategy.
The strong support for management proposals and rejection of the alternative vote-reporting proposal suggests shareholders are generally aligned with current leadership. The withdrawal of the workforce diversity proposal by the New York State Common Retirement Fund before the vote may indicate behind-the-scenes discussions or compromise. Watch for the company's next quarterly earnings report and any subsequent disclosure on diversity initiatives, which may have been addressed privately with the proposal's sponsor.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
UHS held its 2026 Annual Meeting on May 20, 2026, electing two directors, approving executive compensation, and ratifying PwC as auditor.
Show 5 minor / wording changes
Added in current filing · verify on EDGAR →
Alan B. Miller – elected by the Class A and Class C Stockholders: Votes cast in favor | 7,236,288 | Votes withheld | 0 | Non-votes | 0 Nina Chen-Langenmayr – elected by the Class B and Class D Stockholders: Votes cast in favor | 31,836,231 | Votes withheld | 14,129,963 | Non-votes | 2,535,388
Two Class III directors were elected for three-year terms expiring in 2029. Alan B. Miller was elected unanimously by Class A and C stockholders with 7,236,288 votes. Nina Chen-Langenmayr was elected by Class B and D stockholders with 31,836,231 votes in favor and 14,129,963 withheld.
Added in current filing · verify on EDGAR →
Proposal No. 2: Advisory vote on named executive compensation: Votes cast in favor | 62,219,230 | Votes cast against | 228,600 | Votes abstained | 1,996 | Non-votes | 262,607
Stockholders approved executive compensation on an advisory basis with overwhelming support: 62,219,230 votes in favor versus 228,600 against. This non-binding vote indicates strong shareholder support for the company's executive pay practices.
Added in current filing · verify on EDGAR →
Proposal No. 3: Ratification of the selection of PricewaterhouseCoopers, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026: Votes cast in favor | 62,633,332 | Votes cast against | 77,514 | Votes abstained | 1,586
Stockholders ratified PricewaterhouseCoopers, LLP as the independent auditor for fiscal year 2026 with 62,633,332 votes in favor and only 77,514 against. This routine approval confirms continuity in the company's external audit relationship.
Added in current filing · verify on EDGAR →
Proposal No. 4: Stockholder proposal to report votes based on UHS shareholder money at risk: Votes cast in favor | 2,917,981 | Votes cast against | 59,513,156 | Votes abstained | 18,688
Stockholders overwhelmingly rejected a proposal to report votes based on shareholder money at risk, with 59,513,156 votes against versus 2,917,981 in favor. The proposal was defeated by a margin of approximately 95%.
Added in current filing · verify on EDGAR →
After the proxy statement was issued, the New York State Common Retirement Fund withdrew its proposal to adopt a policy requiring the Registrant to publicly disclose its workforce diversity. Therefore, there was no vote for Proposal No. 5 held or announced at the meeting.
The New York State Common Retirement Fund withdrew its proposal on workforce diversity disclosure after the proxy was issued, so no vote occurred on this matter at the annual meeting.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 24, 2026 · How we verify