UHS Reports Director, Officer, and Compensation Changes

Ticker: UHS · Form: 8-K · Filed: Dec 31, 2025 · CIK: 352915

Sentiment: neutral

Topics: corporate-governance, officer-changes, compensation

TL;DR

UHS filed an 8-K: board/officer changes & comp updates. No big $$ numbers yet.

AI Summary

Universal Health Services, Inc. (UHS) filed an 8-K on December 30, 2025, reporting changes in its board of directors and certain officers, along with updates to executive compensation arrangements. The filing also includes financial statements and exhibits, though specific details on dollar amounts or new appointments were not provided in this excerpt.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily reports routine corporate governance changes and does not appear to contain immediate financial risks.

Key Players & Entities

FAQ

What specific changes were made to the board of directors?

The filing indicates a reportable event concerning the 'Departure of Directors or Certain Officers; Election of Directors', but the specific names of departing or newly elected directors are not detailed in this excerpt.

Were there any appointments of new officers?

The filing mentions 'Appointment of Certain Officers' as an item information, but the names and details of any newly appointed officers are not provided in this section.

What is the nature of the changes in compensatory arrangements?

The filing lists 'Compensatory Arrangements of Certain Officers' as a reported item, suggesting updates or new arrangements, but the specifics of these arrangements are not elaborated upon in the provided text.

What is the company's fiscal year end?

The company's fiscal year end is December 31, as indicated by the 'FISCAL YEAR END: 1231' data.

What is the SIC code for Universal Health Services, Inc.?

The Standard Industrial Classification (SIC) code for Universal Health Services, Inc. is 8062, which corresponds to 'SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC'.

Filing Stats: 1,510 words · 6 min read · ~5 pages · Grade level 10.1 · Accepted 2025-12-31 08:00:27

Key Financial Figures

Filing Documents

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amended and Restatement Employment Agreement of Mr. Marc D. Miller On December 30, 2025, the Compensation Committee of the Board of Directors of Universal Health Services, Inc. (the "Company") approved amendments to the existing employment agreement between Mr. Marc D. Miller, the Company's Chief Executive Officer ("CEO") and President, and UHS of Delaware, a wholly owned subsidiary of the Company and, the employer of record for the Company's management employees. The obligations of UHS of Delaware under the amended and restated employment agreement (the "A&R Employment Agreement") are, other than as set forth herein, substantially the same as the existing employment agreement and are guaranteed by the Company. The Compensation Committee also approved an amendment to the Company guaranty to make certain conforming changes. Pursuant to the terms of the A&R Employment Agreement, Mr. Marc D. Miller will serve as CEO of the Company with a term scheduled to end on January 1, 2029, subject, however, to earlier termination, and subject further to automatic renewal for additional one-year periods unless either party elects otherwise. Pursuant to the terms of the A&R Employment Agreement, Mr. Marc D. Miller's salary as our CEO will be $1,575,000 for 2026, which is 5% increase over his 2025 base salary. Mr. Marc D. Miller is also entitled to an annual bonus opportunity target equal to 150% of his salary. The amount of the annual bonus for any year may be more or less than the target amount and will be determined by the Board of Directors in accordance with pre-established performance measures. Additionally, Mr. Marc D. Miller may also be paid during the term of his employment agreement, bonuses and other compensation as may from time to time be determined by the Board of Directors. Mr. Marc D. Miller participate

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. 10.1 Amended and Restated Employment Agreement dated December 30, 2025, between UHS Of Delaware, Inc. And Marc D. Miller. 10.2 Amendment, dated as of December 30, 2025, of the Guaranty Agreement dated as of March 19, 2025, by and between Universal Health Services, Inc., A Delaware corporation having its principal office at 367 South Gulph Road, King of Prussia, Pennsylvania 19406, and Marc D. Miller. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Exhibit Index Exhibit No. Exhibit 10.1 Amended and Restated Employment Agreement dated December 30, 2025, between UHS Of Delaware, Inc. And Marc D. Miller. 10.2 Amendment, dated as of December 30, 2025, of the Guaranty Agreement dated as of March 19, 2025, by and between Universal Health Services, Inc., A Delaware corporation having its principal office at 367 South Gulph Road, King of Prussia, Pennsylvania 19406, and Marc D. Miller. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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. Universal Health Services, Inc. By: /s/ Steve Filton Name: Steve Filton Title: Executive Vice President and Chief Financial Officer Date: December 31, 2025

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