Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 20, 2020, the Company held its 2020 Annual Meeting of Stockholders. Due to the unprecedented public health impact of the novel coronavirus (COVID-19) outbreak, and to support the health and well-being of our communities, employees, stockholders and other stakeholders, this year's Annual Meeting of Stockholders was conducted completely virtually via a live audio webcast.

At the Annual Meeting, the Company's stockholders: (i) voted to elect two Class III members of the Board of Directors, who received a plurality of the votes cast, for three-year term scheduled to expire at the Company's 2023 Annual Meeting of Stockholders, (ii) voted to approve the Company's 2020 Omnibus Stock and Incentive Plan; (iii) voted to approve named executive officer compensation, and; (iv) voted to ratify the selection of PricewaterhouseCoopers, LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The final voting results were as follows:

Proposal No. 1: Election of Directors:

Alan B. Miller - elected by the Class A and Class C Stockholders:




Votes cast in favor 7,238,788
Votes withheld              0
Broker non-votes            0



Lawrence S. Gibbs - elected by the Class B and Class D Stockholders:




Votes cast in favor 45,138,738
Votes withheld      23,128,663
Broker non-votes     2,227,668



Proposal No. 2: Approval of the 2020 Omnibus Stock Incentive Plan:




Votes cast in favor 61,339,002
Votes cast against   3,856,193
Votes abstained          2,684
Broker non-votes       264,802



Proposal No. 3: Approval of named executive officer compensation:




Votes cast in favor 58,722,749
Votes cast against   6,471,435
Votes abstained          3,695
Broker non-votes       264,802



Proposal No. 4: Ratification of the selection of PricewaterhouseCoopers, LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020:




Votes cast in favor 65,368,600
Votes cast against      91,992
Votes abstained          2,090
Broker non-votes             0












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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: May 22, 2020

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