Universal Health Services Inc--Form 8-K

 

 

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) March 11, 2010

 

 

UNIVERSAL HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-10765   23-2077891

(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) 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2009 Annual Incentive Bonuses:

On March 11, 2010, the Compensation Committee (the “Committee”) of the Board of Directors of Universal Health Services, Inc. (the “Company”) certified the level of attainment of the 2009 performance goals under the Universal Health Services, Inc. Executive Incentive Plan (the “Plan”) and authorized the payment of an annual incentive bonus to the Executive Officers, as indicated below.

 

Name

   

Title

    Annual
Incentive Bonus
for 2009		    % of
2009
Annual
Base
Salary		  

Alan B. Miller

   

Chief Executive Officer

and Chairman of the Board

    $ 3,375,130    250 % 

Marc D. Miller

    President    $ 537,520    125 % 

Steve G. Filton

    Senior Vice President and
Chief Financial Officer		    $ 531,270    125 % 

Debra K. Osteen

    Senior Vice President    $ 451,580    106 % 

Michael Marquez

    Senior Vice President    $ 504,710    106 % 

Consistent with previous years, the amounts of the annual incentive bonuses for Messrs. Alan B. Miller and Filton were derived as a percentage of their annual salaries based on the achievement of corporate performance criteria. The annual incentive bonus for Mr. Marc D. Miller was also derived as a percentage of his annual salary based upon the achievement of the corporate performance criteria to reflect his promotion to President of the Company. Consistent with previous years, the amounts of the annual incentive bonuses for Ms. Osteen and Mr. Marquez were derived as a percentage of their annual salaries based on the achievement of divisional and corporate performance criteria.

2010 Annual Cash Bonus Performance Goals

On March 11, 2010, the Committee approved specific bonus formulae for the determination of annual incentive compensation for the Company’s executive officers pursuant to the Plan for the year ending December 31, 2010. Under the formulae approved by the Committee, each of the Company’s executive officers was assigned a percentage of such executive officer’s 2010 base salary as a target bonus. The target bonus award indicated below for Mr. Alan B. Miller is stipulated in his employment agreement dated December 27, 2007. The following table shows each executive officer’s target bonus as a percentage of his or her base salary for 2010. The 2010 target awards for each individual are unchanged from the 2009 target awards.

 

Name

   

Title

    Target Award  

Alan B. Miller

   

Chief Executive Officer and

Chairman of the Board

    100 % 

Marc D. Miller

    President    50 % 

Steve G. Filton

   

Senior Vice President and

Chief Financial Officer

    50 % 

Debra K. Osteen

    Senior Vice President    50 % 

Michael Marquez

    Senior Vice President    50 % 

Pursuant to the Plan and the formulae approved by the Committee, each executive officer will be entitled to receive between 0% and 250% of that executive officer’s target bonus based, either entirely or in part, on the Company’s achievement of a combination of: (i) a specified range of target levels of earnings per share from continuing operations (as defined in our Proxy Statement), and; (ii) a specified range of target levels of return on capital (net income divided by quarterly average net capital) for the year ending December 31, 2010. In addition, with respect to Ms. Osteen and Mr. Marquez, 25% of their annual incentive bonus for 2010 will be determined using the corporate performance criteria described above and the remaining 75% will be determined using divisional performance criteria based on achievement of specified income targets.

As previously announced, Mr. Marc D. Miller was appointed President of the Company in May, 2009. On March 17, 2010, in consideration of the increased responsibilities associated with his duties as President, as well as the fact that Mr. Miller’s salary was not increased at the time of, or subsequent to, his appointment to President, the Committee approved a 15% salary increase to $495,000 per year from $430,000 per year.

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 hereunto duly authorized.

 

    UNIVERSAL HEALTH SERVICES, INC.
Date: March 17, 2010     By:   /S/    ALAN B. MILLER        
    Name:   Alan B. Miller
    Title:   Chief Executive Officer
    By:   /S/    STEVE FILTON        
    Name:   Steve Filton
    Title:   Senior Vice President and Chief Financial Officer