UNIVERSAL HEALTH SERVICES INC 8-K

What Happened

• Universal Health Services, Inc. (UHS) filed an 8-K disclosing that its Compensation Committee approved an Amended and Restated Employment Agreement for CEO and President Marc D. Miller on December 30, 2025. The agreement (employer: UHS of Delaware, guaranteed by UHS) sets a term through January 1, 2029 and renews automatically for one-year periods unless either party elects otherwise. The filing was made December 31, 2025.

Key Details

• 2026 base salary: $1,575,000 (a 5% increase versus 2025).
• Annual bonus target: 150% of base salary; actual bonus determined by the Board based on pre-established performance measures.
• Long-term incentive plan (LTIP) awards: eligible for annual awards; stock-based awards generally vest on termination of employment unless terminated for “cause” or voluntarily prior to term end; certain acceleration rights apply on qualifying terminations.
• Termination provisions: disability — pro rata bonus plus half of base salary paid over 12 months; death — beneficiary receives unpaid salary/reimbursements, pro rata bonus, and life insurance benefits; termination without cause or due to Company breach or material duty change — continuation of cash compensation, equity vesting acceleration and continuation of benefits for remainder of term (often conditioned on executing a release).

Why It Matters

• For investors, the agreement confirms continuity of leadership (CEO secured through at least early 2029 absent earlier termination) and sets clear pay and incentive targets that align management compensation with company performance (150% bonus target and LTIP eligibility). The change increases fixed cash compensation modestly (5% raise for 2026) and preserves meaningful equity and severance protections that could affect future dilution (via LTIP awards) and cash outlays if a qualifying termination occurs. The full A&R Employment Agreement is filed as an exhibit to the 8‑K for those who want the complete terms.