Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2026
UNIVERSAL HEALTH REALTY INCOME TRUST
(Exact name of Registrant as Specified in Its Charter)
Maryland
1-9321
23-6858580
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
Universal Corporate Center
367 South Gulph Road
King of Prussia, Pennsylvania
19406
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (610) 265-0688
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 Instructions A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 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
Shares of beneficial interest, $0.01 par value
UHT
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The chief element of compensation for our executive officers has historically been the annual granting of long-term incentive awards. As reflected on the table below, on June 10, 2026, the Compensation Committee of the Board of Trustees recommended, and the Board of Trustees granted, restricted stock awards to each of our executive officers. The restricted shares are scheduled to vest on the second anniversary date of the award. Dividends declared by us are accrued and accumulated with respect to these shares and will be paid in the aggregate on the vesting date on the shares that ultimately vest.
Name
Title
Shares of Restricted Stock
Alan B. Miller
Chairman of the Board, Chief Executive Officer and President
6,247
Charles F. Boyle
Senior Vice President and Chief Financial Officer
3,631
Cheryl K. Ramagano
Senior Vice President - Operations, Treasurer and Secretary
3,631
Karla J. Peterson
Vice President, Acquisitions and Development
1,598
Item 5.07
Submission of Matters to a Vote of Security Holders.
On June 10, 2026, Universal Health Realty Income Trust (the “Trust”) held its 2026 Annual Meeting of Stockholders. This year’s Annual Meeting of Stockholders was conducted virtually via a live audio webcast.
At the Annual Meeting, the Trust’s stockholders: (i) voted to elect two Class I members of the Board of Trustees for a three-year term scheduled to expire at the Trust’s 2029 Annual Meeting of Stockholders; (ii) voted in favor of the nonbinding advisory vote on named executive officer compensation, and; (iii) voted to ratify the selection of KPMG, LLP, as the Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
The final voting results were as follows:
Proposal No. 1: Election of Trustees:
Alan B. Miller
Robert F. McCadden
Votes cast in favor
9,187,560
8,540,716
Votes cast against
222,081
868,560
Votes abstained
19,835
20,200
Non-votes
2,233,065
2,233,065
Proposal No. 2: The nonbinding advisory vote on named executive officer compensation:
Votes cast in favor
8,955,099
Votes cast against
418,954
Votes abstained
55,422
Non-votes
2,233,065
Proposal No. 3: Ratification of the selection of KPMG, LLP, as the Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
Votes cast in favor
11,525,347
Votes cast against
114,360
Votes abstained
22,834
Non-votes
0
SIGNATURES
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 thereunto duly authorized.