U.S. Physical Therapy, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>U.S. Physical Therapy, Inc. will hold its 2024 Annual Meeting on May 21, 2024, to elect directors, vote on executive compensation, and ratify auditor appointment.</b>

AI Summary

U S PHYSICAL THERAPY INC /NV (USPH) filed a Proxy Statement (DEF 14A) with the SEC on April 15, 2024. The 2024 Annual Meeting of Stockholders for U.S. Physical Therapy, Inc. is scheduled for May 21, 2024. The meeting will be held at 9:00 a.m. Central Time at 1300 West Sam Houston Parkway South, Suite 300, Houston, Texas 77042. Key matters include the election of seven directors, an advisory vote on executive compensation, and ratification of Grant Thornton LLP as the independent auditor. The record date for stockholder eligibility to vote is March 25, 2024. The Board of Directors recommends voting in favor of all proposals.

Why It Matters

For investors and stakeholders tracking U S PHYSICAL THERAPY INC /NV, this filing contains several important signals. Stockholders will vote on the composition of the Board of Directors, directly impacting the company's strategic direction and governance. The ratification of the independent auditor is crucial for maintaining financial transparency and investor confidence.

Risk Assessment

Risk Level: low — U S PHYSICAL THERAPY INC /NV shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational concerns indicated.

Analyst Insight

Stockholders should review the director nominees and executive compensation proposals before the May 21st meeting.

Key Numbers

• May 21, 2024 — Annual Meeting Date (Date of the 2024 Annual Meeting of Stockholders)
• 9:00 a.m. Central Time — Meeting Time (Time of the 2024 Annual Meeting of Stockholders)
• March 25, 2024 — Record Date (Date for determining stockholders entitled to vote)
• 7 — Directors Nominated (Number of directors to be elected)

Key Players & Entities

• U. S. PHYSICAL THERAPY INC (company) — Registrant
• Grant Thornton LLP (company) — independent registered public accounting firm
• Richard S. Binstein (person) — Executive Vice President
• May 21, 2024 (date) — Annual Meeting date
• March 25, 2024 (date) — Record date
• 7 (dollar_amount) — number of directors to be elected

FAQ

Industry Context

U.S. Physical Therapy, Inc. operates in the health services sector, specifically focusing on outpatient physical and occupational therapy services.

Regulatory Implications

The filing is made under Schedule 14A of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

1. Review the biographies and qualifications of the seven director nominees.
2. Understand the details of the advisory vote on named executive officer compensation.
3. Confirm the ratification of Grant Thornton LLP as the independent registered public accounting firm for 2024.

Key Dates

• 2024-05-21: Annual Meeting of Stockholders — Election of directors, advisory vote on executive compensation, and ratification of independent auditor.
• 2024-03-25: Record Date — Determines stockholders eligible to vote at the Annual Meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a Definitive Proxy Statement, typically filed annually to provide information to shareholders regarding the annual meeting.

Filing Documents

• ny20023368x1_def14a.htm (DEF 14A) — 1193KB
• ny20023368x1_pvp01.jpg (GRAPHIC) — 153KB
• ny20023368x1_pvp02.jpg (GRAPHIC) — 130KB
• ny20023368x1_pvp03.jpg (GRAPHIC) — 146KB
• ny20023368x1_pvp04.jpg (GRAPHIC) — 134KB
• sig_richardbinstein1.jpg (GRAPHIC) — 14KB
• sig_richardbinstein1x1.jpg (GRAPHIC) — 24KB
• ny20023368x1_pc01.jpg (GRAPHIC) — 654KB
• ny20023368x1_pc02.jpg (GRAPHIC) — 557KB
• 0001140361-24-019890.txt (&nbsp;) — 6809KB
• usph-20240521.xsd (EX-101.SCH) — 5KB
• usph-20240521_def.xml (EX-101.DEF) — 5KB
• usph-20240521_lab.xml (EX-101.LAB) — 8KB
• usph-20240521_pre.xml (EX-101.PRE) — 5KB
• ny20023368x1_def14a_htm.xml (XML) — 308KB

From the Filing

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 U.S. Physical Therapy, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS U. S. PHYSICAL THERAPY, INC. NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS DATE: Tuesday, May 21, 2024 TIME: 9:00 a.m. Central Time PLACE: 1300 West Sam Houston Parkway South, Suite 300, Houston, Texas 77042 MATTERS TO BE ACTED ON: 1. Election of seven directors to serve until the next annual meeting of stockholders. 2. Advisory vote to approve named executive officer compensation. 3. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE ELECTION OF EACH OF THE SEVEN NOMINEES FOR DIRECTOR, THE NON-BINDING APPROVAL OF THE NAMED EXECUTIVE OFFICER COMPENSATION, AND THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024. The Board of Directors has set March 25, 2024, as the record date for the Annual Meeting of Stockholders to be held on May 21, 2024 (the "Annual Meeting"). Only holders of our common stock of record at the close of business on that date will be entitled to notice of and to attend and vote at the Annual Meeting or any adjournments thereof. A complete list of stockholders will be available for examination at the Annual Meeting and at our offices at 1300 West Sam Houston Parkway South, Suite 300, Houston, Texas 77042, for a period of ten days prior to the Annual Meeting. You are cordially invited to join us at the Annual Meeting. However, to ensure your representation at the Annual Meeting, we request that you return your signed proxy card at your earliest convenience, whether or not you plan to attend the Annual Meeting. Your proxy card will be returned to you if you are present at the Annual Meeting and request its return. By Order of the Board of Directors, Richard S. Binstein Executive Vice President, General Counsel and Secretary April 15, 2024 TABLE OF CONTENTS TABLE OF CONTENTS PAGE PROXY SOLICATION AND PROXY INFORMATION 1 PROPOSAL #1 - ELECTION OF DIRECTORS 3 CORPORATE GOVERNANCE AND BOARD MATTERS 8 DIRECTOR COMPENSATION TABLE 15 STOCK OWNERSHIP 16 EXECUTIVE OFFICERS 19 COMPENSATION DISCUSSION AND ANALYSIS 20 COMPENSATION COMMITTEE REPORT 30 COMPENSATION OF NAMED EXECUTIVE OFFICERS 31 PAY RATIO 34 PAY FOR PERFORMANCE 35 POST TERMINATION / CHANGE IN CONTROL BENEFITS 39 EQUITY COMPENSATION PLAN INFORMATION 42 DELINQUENT SECTION 16(A) REPORTS 42 PROPOSAL #2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 43 PROPOSAL #3 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 44 AUDIT AND AUDIT-RELATED FEES 45 AUDIT COMMITTEE REPORT 46 DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS TO BE PRESENTED AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS 48 i TABLE OF CONTENTS U.S. PHYSICAL THERAPY, INC. 1300 West Sam Houston Parkway South, Suite 300 Houston, Texas 77042 (713) 297-7000 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS MAY 21, 2024 Proxy Statement This Proxy Statement is being provided to stockholders in connection with the solicitation of proxies by the Board of Directors for use at the Annual Meeting of Stockholders (the "Annual Meeting") of U.S. Physical Therapy, Inc. ("we", "us", "our", "USPH" or the "Company") to be held on Tuesday, May 21, 2024, at 9:00 a.m. Central Time at the Company's principal executive offices located at 1300 West Sam Houston Parkway, Suite 300, Houston, TX , 77042. Proxy Solicitation Your vote and proxy are being solicited by our Board of Directors ("Board of Directors" or "Board") for use at the Annual Meeting. This Proxy Statement and the enclosed proxy card are being mailed on behalf of our Board of Directors on or about April 15, 2024, to all of our stockholders of record as of the close of business on the record date, March 25, 2024 (the "Record Date"). Your presence at the Annual Meeting will not automatically revoke your proxy. You may, however, revoke your proxy at any time prior to its exercise by del

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