a50279248.htm

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 15, 2012 (May 15, 2012)

U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
1-11151
76-0364866
(State or other jurisdiction of
(Commission File
(I.R.S. Employer
 incorporation or organization)
Number)
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):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (the “Annual Meeting”) of U. S. Physical Therapy, Inc. (the “Company”) was held on May 15, 2012.  At the Annual Meeting, the Company’s stockholders approved the three proposals, one of which is non-binding, which are described in detail in the Company’s definitive proxy statement dated April 11, 2012 (“Definitive Proxy”).  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 ten directors to serve until the next annual meeting of stockholders.
 
     
Votes
Broker
Nominees
  
Votes For
Withheld
Non-Votes
Jerald L. Pullins
 
           9,835,646
              162,314
              819,020
Christopher J. Reading
 
           9,743,522
              254,438
              819,020
Lawrance W. McAfee
 
           9,305,437
              692,523
              819,020
Daniel C. Arnold
 
           9,640,491
              357,469
              819,020
Mark J. Brookner
 
           9,747,653
              250,307
              819,020
Harry S. Chapman
 
           9,840,355
              157,605
              819,020
Bernard A. Harris, Jr.
 
           9,840,376
              157,584
              819,020
Marlin W. Johnston
 
           9,746,957
              251,003
              819,020
Regg E. Swanson
 
           9,721,784
              276,176
              819,020
Clayton K. Trier
 
           9,840,155
              157,805
              819,020
 
Proposal 2 – Advisory vote to approve named executive officer compensation.
 
   
Votes
  
Votes
  
Broker
  
Votes For
  
Against
  
Abstaining
  
Non-Votes
  
           9,848,816
  
              145,332
  
                  3,812
  
              819,020
  
 

Proposal 3 - Ratification of the appointment of Grant Thornton LLP as our independent registered        public accounting firm for the year ending December 31, 2012.
 
   
Votes
  
Votes
    
Votes For
  
Against
  
Abstaining
    
         10,672,993
  
                93,454
  
                50,533
    

With respect to the election of directors, 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 respect to the advisory vote to approve named executive officer compensation, 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: May 15, 2012
By:  /s/ LAWRANCE W. MCAFEE
 
Lawrance W. McAfee
 
Chief Financial Officer
 
(duly authorized officer and principal financial
 
and accounting officer)