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): August 18, 2020


 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 compan
☐

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, the Company's stockholders approved three proposals, one of which is non-binding, which are described in detail in the Proxy Statement. 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 nine directors to serve until the next annual meeting of stockholders.
   
Votes
Broker
Nominees
Votes For
Withheld
Non-Votes
Edward L. Kuntz
              9,042,787
        2,363,696
           667,398
Christopher J. Reading
            11,276,360
           130,123
           667,398
Lawrance W. McAfee
            10,424,767
           981,716
           667,398
Mark J. Brookner
            10,901,979
           504,504
           667,398
Harry S. Chapman
            11,325,940
             80,543
           667,398
Bernard A. Harris, Jr.
              9,113,873
        2,292,610
           667,398
Kathleen A. Gilmartin
            11,380,935
             25,548
           667,398
Reginald E. Swanson
            10,868,353
           538,130
           667,398
Clayton K. Trier
              9,081,248
        2,325,235
           667,398
       
    Proposal 2 - Advisory vote to approve named executive officer compensation.
 
Votes
Votes
Broker
Votes For
Against
Abstaining
Non-Votes
    10,978,928
       413,035
         14,520
       667,398
       
    Proposal 3 - Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2020.
 
Votes
Votes
Broker
Votes For
Against
Abstaining
Non-Votes
       12,010,671
         51,028
         12,182
                 -
       
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
            957,879
  10,156,941
       241,934
       709,560
       

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, 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: August 19, 2020
      
By:
  
/s/ LAWRANCE W. MCAFEE
  
           
Lawrance W. McAfee
  
           
Chief Financial Officer
  
           
(duly authorized officer and principal financial and accounting officer)