UHS 8-K
Universal Health Services Inc (UHS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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. |
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 participates in benefit plans and programs that are made available to other employees and will be eligible to receive annual awards under the Company’s long-term incentive plan(s) (“LTIP”) as in effect from time to time, which will be subject to conditions as are consistent with terms and conditions applicable to LTIP awards made to other senior executives of the Company, subject to certain acceleration rights upon a qualifying termination of employment as set forth in the A&R Employment Agreement. Mr. Marc D. Miller is also entitled at Company expense to certain health, disability and accident insurance coverage and retirement benefits made available to other eligible employees, and shall be provided with certain other executive benefits including a Company automobile, use for personal purposes of Company fractionally owned aircraft at Company expense, reimbursement of taxes based on imputed income resulting from his use of such aircraft and reimbursement of certain business travel expenses, in each case as specified and subject to the limitations set forth in the A&R Employment Agreement. The Company will continue to pay the premiums for the long-term disability insurance coverage presently maintained by the Company for Mr. Marc D. Miller and other eligible employees.
In general, under Mr. Marc D. Miller’s employment agreement, long-term stock-based incentive awards granted during or before employment as CEO will become fully vested upon termination of his employment as CEO at the time such employment ends, other than by us for “cause” or voluntarily by Mr. Marc D. Miller before or at the end of the applicable term (under circumstances not involving a breach of his employment agreement by the Company).
If Mr. Marc D. Miller’s employment is terminated for “cause”, as defined in his employment agreement, he will be entitled to any benefits payable to or earned by Mr. Marc D. Miller with respect to any period of his employment or other service prior to the date of such discharge. If Mr. Marc D. Miller’s employment is terminated due to his disability, Mr. Marc D. Miller shall be paid a pro rata portion of the annual bonus which would otherwise have been payable for the year in which his employment terminates, plus an amount equal to one-half of his base salary, payable in twelve equal monthly installments.
If Mr. Marc D. Miller’s employment or service terminates due to his death, Mr. Marc D. Miller’s beneficiary shall receive any salary and reimbursements that would otherwise have been payable to Mr. Marc D. Miller as of the date of his death, in addition to a pro rata portion of the annual bonus which would otherwise have been payable for the year of his death. Mr. Marc D. Miller’s beneficiary shall also receive any life insurance benefits under insurance policies maintained on Mr. Marc D. Miller’s life by us and for which he had the right to designate the beneficiary.
If Mr. Marc D. Miller terminates his employment or other service under his employment agreement because of a material change in the duties of his office or any other breach by the Company of our obligations, or in the event of the termination of his employment by us without cause or otherwise in breach of his employment agreement, subject to the terms of the employment agreement, Mr. Marc D. Miller will generally continue to receive for the remainder of his employment term all of the cash compensation, long-term equity incentive compensation and other benefits as if his employment or service had not terminated, and the vesting of his long-term incentive plan awards will accelerate. We may condition Mr. Marc D. Miller’s right to receive any severance benefits on his execution of a general release in favor of the Company.
The foregoing description of the A&R Employment Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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10.1 |
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10.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Exhibit Index
Exhibit No. |
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Exhibit |
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10.1 |
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10.2 |
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104 |
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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. |
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By: |
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/s/ Steve Filton |
Name: Steve Filton |
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Title: Executive Vice President and Chief Financial Officer |
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Date: December 31, 2025
Exhibit 10.1
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of December 30, 2025 (this “Agreement”), by and between UHS OF DELAWARE, INC., a Delaware corporation having its principal office at 367 South Gulph Road, King of Prussia, Pennsylvania 19406 (the “Company”), and MARC D. MILLER (“Mr. Miller”).
W I T N E S S E T H:
WHEREAS, Mr. Miller has been appointed to serve as the Chief Executive Officer of the Company and Universal Health Services, Inc. (“UHS”) effective as of January 1, 2021 and, during such time, the Company has been Mr. Miller’s employer of record and Mr. Miller has been a W-2 employee of the Company;
WHEREAS, and in connection with such appointment, the Company and Mr. Miller entered into that certain Employment Agreement dated March 19, 2025 (the “Existing Employment Agreement”); and
WHEREAS, the Company and Mr. Miller now desire to enter into this Agreement to amend and restate the Existing Employment Agreement and to further confirm the terms and conditions of Mr. Miller’s employment with the Company and his role as Chief Executive Officer of UHS;
NOW, THEREFORE, the parties agree as follows:
The phrase “term of CEO employment,” as used in this Agreement, shall mean the period beginning on the date hereof and ending on January 1, 2029, subject, however, to earlier termination as expressly provided herein, and subject further to automatic annual renewal on each January 1 for additional one year periods unless either party elects to terminate the term of CEO employment at the end of the initial term or at the end of a renewal term by giving written notice of such termination to the other before January 1, 2028 if the termination date is January 1, 2029 or January 1 of the last annual renewal term (one year notice).
The Company agrees to employ Mr. Miller, and Mr. Miller agrees to be employed by the Company, as Chief Executive Officer of the Company during the term of CEO employment (this arrangement shall be collectively referred to as “CEO employment”). At all times during the term of CEO employment, Mr. Miller shall be nominated to serve as a member of the Board of Directors of UHS (the “Board”). In addition, during the term of CEO employment and without any additional compensation, Mr. Miller will serve as the Chief Executive Officer of UHS and, to the extent requested by the Board, serve as Chief Executive Officer of one or more of the Company’s other affiliates. For the avoidance of doubt, Mr. Miller’s right to be nominated to serve on the Board and his right to serve as the Chief Executive Officer of UHS are material terms of this Agreement for all purposes.
During the term of CEO employment, the Company will pay or reimburse Mr. Miller for the payment of all reasonable travel and other expenses incurred or paid by Mr. Miller in connection with the performance of his services under this Agreement in accordance with past practice.
Mr. Miller shall be entitled to and shall receive the following fringe benefits during the term of CEO employment:
(a) The fringe benefits listed on Schedule A annexed hereto, and such other benefits as may be approved from time to time by the Board;
(b) Health, disability and accident insurance as presently in force or as may be approved by the Board; and
(c) To the extent not covered elsewhere herein, the use of the private plane in which the Company owns a fractional interest or, if not available, another private plane, for business use and for personal travel to and from Florida and the Philadelphia Metropolitan Area for Mr. Miller and members of his immediate family who accompany him at Company expense and reimbursement of income taxes on imputed income to Mr. Miller as a result of such use of the private plane. In addition, other usage of the private plane in which the Company owns a fractional interest or, if not available, another private plane is permitted for personal purposes by either Mr. Miller and/or members of his family and the incremental costs incurred, including regular hourly charges, variable fuel charges and associated fees and taxes, are directly reimbursable by Mr. Miller to the Company.
If during the term of CEO employment Mr. Miller shall become physically or mentally disabled, whether totally or partially, so that he is prevented from performing his usual duties for
a period of six (6) consecutive months, or for shorter periods aggregating six months in any twelve-month period, the Company shall, nevertheless, continue to pay Mr. Miller his full compensation, when otherwise due, as provided in this Agreement through the last day of the sixth consecutive month of disability or the date on which the shorter periods of disability shall have equaled a total of six (6) months in any twelve-month period. The Company may, by action of all but two of the members of the Board, at any time on or after such day, by written notice to Mr. Miller (the “Disability Notice”), provided Mr. Miller has not resumed his usual duties prior to the date of the Disability Notice, terminate (as of the first day of the month following the date of the Disability Notice, provided that Mr. Miller shall also be paid a pro rata portion of the Annual Bonus which would otherwise have been payable for such fiscal year in which the Disability Notice is given) the compensation otherwise payable to Mr. Miller during the term of CEO employment and pay to Mr. Miller the Disability Payment. The “Disability Payment” shall mean the payment by the Company to Mr. Miller of a sum equal to one-half of Mr. Miller’s base salary paid under Section 4 hereof at the date of the Disability Notice, payable in twelve equal monthly installments beginning during the calendar month after the date of the Disability Notice. The amount of the pro rata Annual Bonus will be payable to Mr. Miller in cash when the Annual Bonus for the year of termination would otherwise have been paid if Mr. Miller’s employment had not terminated.
In the event that Mr. Miller shall be discharged for cause (including from his position as Chief Executive Officer of UHS), all salary and other benefits payable by the Company under this Agreement in respect of periods after such discharge shall terminate upon such discharge, but any benefits payable to or earned by Mr. Miller with respect to any period of his employment or other service prior to such discharge shall not be terminated by reason of such discharge. Anything in the foregoing to the contrary notwithstanding, if Mr. Miller is convicted of any crime set forth in either Section 11(a)(i) or 11(a)(ii) above, the Company may forthwith suspend Mr. Miller without any compensation and choose a new person or persons to perform his duties hereunder during the period between conviction and the time when such conviction, through lapse of time or otherwise, is no longer subject to appeal; provided, however, that if Mr. Miller’s conviction is subsequently reversed (i) he shall promptly be paid all cash compensation and minimum long term incentive compensation to which he would otherwise have been entitled during the period of suspension, together with interest thereon (which interest shall be calculated at a rate per annum equal to the rate of interest payable on the date of such reversal on money judgments after entry thereof under the laws of the Commonwealth of Pennsylvania), and (ii) the Company shall have the right (exercisable within sixty (60) days after such reversal) but not the obligation to restore Mr. Miller to active service hereunder at full compensation. If the Company elects not to restore Mr. Miller to active service after reversal of a conviction, Mr. Miller shall thereafter be paid the full compensation which would otherwise have been payable during the balance of the term of CEO employment as if Mr. Miller’s employment had continued, and Mr. Miller shall be entitled to obtain other employment, subject however to (i) an obligation to perform occasional consulting services at his reasonable convenience to the Company so long as he is receiving compensation pursuant to the terms of this Agreement, (ii) the continued application of the covenants provided in Section 12 of this Agreement and (iii) the condition that, if Mr. Miller does obtain other employment, his total compensation therefrom (whether paid to him or deferred for his benefit) shall reduce, pro tanto, any amount which the Company would otherwise have been required to pay him pursuant to this subparagraph.
Except as otherwise provided for herein, this Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors in interest and assigns of the parties hereto.
Mr. Miller’s rights with respect to any bonus award or LTIP award based upon the performance of the Company and/or its affiliates shall in all events be subject to (a) any right that the Company or UHS may have under any Company or UHS recoupment and/or forfeiture policy adopted by the Company, UHS, or the Board at any time generally applicable to executive officers of the Company or UHS, and (b) any right or obligation the Company or UHS may have regarding the claw back of “incentive-based compensation” under the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable securities law or the listing requirements of any national securities exchange on which UHS’ shares are listed.
All notices provided for herein to be given to any party shall be in writing and signed by the party giving the notice and shall be deemed to have been duly given if mailed, registered or certified mail, return receipt requested, as follows:
to his most recent home address on file with the Company’s HR department;
367 South Gulph Road
King of Prussia, Pennsylvania 19406
Attention: Secretary.
Either party may change the address to which notices, requests, demands and other communications hereunder shall be sent by sending written notice of such change of address to the other party.
The terms, covenants, representations, warranties or conditions of this Agreement may be amended, modified or waived only by a written instrument executed by the parties hereto, except that a waiver need only be executed by the party waiving compliance. No waiver by any party of any condition, or of the breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a waiver of any other condition or breach of any other term, covenant, representation or warranty of this Agreement.
This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed therein.
This Agreement contains the entire agreement of the parties relating to the subject matter herein contained and supersedes all prior contracts, agreements or understandings between and among the parties, except as set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
UHS OF DELAWARE, INC.
By:/s/Steve G. Filton
Steve G. Filton
Executive Vice President and
Chief Financial Officer
By: /s/ Marc D. Miller
MARC D. MILLER
SCHEDULE A
LIST OF EXECUTIVE BENEFITS
Company aircraft for personal use as provided in the Agreement
Automobile – The Company shall provide a Company automobile equivalent to the current automobile provided to Mr. Miller. The Company pays for all maintenance and also fuel.
Sporting and cultural event tickets. If the tickets are not used for business purposes, the tickets are made available to employees, including executive officers, for personal use.
In addition, Mr. Miller, along with other eligible employees, is entitled to retirement benefits, including the Executive Retirement Income Plan and the 401(k) Plan. Premiums for long-term disability insurance coverage are also paid by the Company for Mr. Miller and other eligible employees.
Exhibit 10.2
AMENDMENT TO GUARANTY AGREEMENT
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 (the “Company”), and MARC D. MILLER (“Mr. Miller”).
W I T N E S S E T H:
WHEREAS, the Company and Mr. Miller are parties to an agreement, dated as of March 19, 2025, as amended (the “Existing Agreement”);
WHEREAS, UHS of Delaware, Inc. (“UHS of Delaware”) is, and has been, Mr. Miller’s employer of record;
WHEREAS, UHS of Delaware and Mr. Miller are entering into an amended and restated employment agreement governing Mr. Miller’s employment with UHS of Delaware (the “New Agreement”), and
WHEREAS, in connection with the New Agreement, the Company and Mr. Miller wish to confirm the Company’s guaranty of UHS of Delaware’s obligations under the New Agreement.
NOW, THEREFORE, the parties agree as follows:
The term “New Agreement” as used in the Guaranty shall mean the Amendment and Restatement dated as of December 30, 2025 and all amendments, modifications and extensions, thereto as may be agreed to by Mr. Miller and UHS of Delaware. All other terms of the Guaranty Agreement shall remain in effect without modification.
To the extent that UHS of Delaware does not perform any of its obligations to Mr. Miller under the New Agreement as and when such obligations are required to be performed, the Company hereby guarantees such performance and, in such event but without duplication, will perform such obligations in UHS of Delaware’s stead
The terms, covenants, representations, warranties or conditions of this Agreement may be amended, modified or waived only by a written instrument executed by the parties hereto, except that a waiver need only be executed by the party waiving compliance. No waiver by any party of any condition, or of the breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall
be deemed to be or construed as a waiver of any other condition or breach of any other term, covenant, representation or warranty of this Agreement.
This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed therein.
This Agreement contains the entire agreement of the parties relating to the subject matter herein contained and supersedes all prior contracts, agreements or understandings between and among the parties, except as set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
UNIVERSAL HEALTH SERVICES, INC.
By: /s/ Steve G. Filton
Steve G. Filton
Executive Vice President and
Chief Financial Officer
By: /s/ Marc D. Miller
MARC D. MILLER