UNIVERSAL HEALTH REALTY INCOME TRUST

8-K · uht-20260610.htm iXBRL

0000798783 2026-06-10 2026-06-10

  

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 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): 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.

 2026 Long-Term Incentive, Annual Restricted Stock Awards
 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.
  

 UNIVERSAL HEALTH REALTY INCOME TRUST

 Date: June 11, 2026

 By:

 /s/ Charles F. Boyle

 Name:

 Charles F. Boyle

 Title:

 Senior Vice President and Chief Financial Officer