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): April 1, 2013
UNIVERSAL HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 1-10765 | 23-2077891 | ||
| (State or other jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
UNIVERSAL CORPORATE CENTER
367 SOUTH GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code (610) 768-3300
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 Instruction 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)) |
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On April 1, 2013, the Board of Directors of Universal Health Services, Inc. (the “Company”) appointed Eileen C. McDonnell to serve as a member of the Company’s Board of Directors (“Board”). Ms. McDonnell becomes the seventh member of the Company’s Board and will serve as a Class I director until the Annual Meeting of Stockholders in 2015 or until her successor shall have been elected and qualified. Ms. McDonnell or her successor will be subject to the election by the holders of Class A and Class D Common Stock at such time in 2015. Ms. McDonnell was also appointed to the Audit Committee of the Board. Ms. McDonnell was not selected pursuant to any arrangement or understanding with any person, and has had no direct or indirect interest in any of the Company’s transactions during the preceding or current fiscal year within the meaning of Item 404(a) of Regulation S-K. Ms. McDonnell’s compensation for her services will be consistent with the standard compensation paid to other non-employee directors of the Company.
On April 1, 2013, the Company issued a press release announcing Ms. McDonnell’s appointment to the Board. The press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Universal Health Services, Inc. press release, dated April 1, 2013. |
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: | Senior Vice President and Chief Financial Officer | |
Date: April 1, 2013
Exhibit Index
| Exhibit No. |
Exhibit | |
| 99.1 | Universal Health Services, Inc., press release dated April 1, 2013. | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
| CONTACT: | Steve Filton | April 1, 2013 | ||
| Chief Financial Officer | ||||
| 610-768-3300 |
UNIVERSAL HEALTH SERVICES, INC. ANNOUNCES
EILEEN C. MCDONNELL APPOINTED TO BOARD OF DIRECTORS
KING OF PRUSSIA, PA — Universal Health Services, Inc. (NYSE: UHS) announced today that Eileen C. McDonnell has been appointed to its Board of Directors. Ms. McDonnell becomes the seventh member of the Board of Directors.
Ms. McDonnell currently serves as President and Chief Executive Officer of The Penn Mutual Life Insurance Company since her appointment to that position in February, 2011. She joined Penn Mutual in 2008 and previously served as President of the company. Ms. McDonnell was also appointed to The Penn Mutual Board of Trustees in 2010. Before joining Penn Mutual, Ms. McDonnell founded ExecMPower, a strategic planning and executive coaching consultancy. Previously, she was president of New England Financial, a wholly owned subsidiary of MetLife, and senior vice president of the Guardian Life Insurance Company.
Alan B. Miller, Chief Executive Officer and Chairman of the Board of UHS said “Eileen McDonnell’s varied experience in business, including her current role as a chief executive officer, will enable her to make a valuable contribution to our Board”.
Universal Health Services, Inc. (“UHS”) is one of the nation’s largest hospital companies, operating acute care and behavioral health hospitals and ambulatory centers nationwide and in Puerto Rico and the U.S. Virgin Islands. For additional information on the Company, visit our web site: http://www.uhsinc.com.