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

At the Meeting held on May 17, 2022, U.S. Physical Theraphy, Inc. stockholders approved four proposals (one of which is non-binding), which are described in detail in the Proxy Statement, filed with the SEC on April 4, 2022. Abstentions and broker non-votes were counted for the purposes of determining whether a quorum was present.

The results are as follows:

Proposal 1 - Election of the nine directors to serve until the next annual meeting of stockholders.



Nominees                      For Withold authority to vote Broker Non-Votes
Edward L. Kuntz        10,991,914                   769,841          417,295
Christopher J. Reading 11,615,007                   146,748          417,295
Mark J. Brooker        11,437,739                   324,016          417,295
Harry S. Chapman       11,550,607                   211,148          417,295
Bernard A. Harris      10,879,018                   882,737          417,295
Kathleen A. Gilmartin  11,731,403                    30,352          417,295
Regg E. Swanson        11,474,360                   287,395          417,295
Clayton K. Trier       10,958,255                   803,500          417,295
Anne B. Motsenbocker   11,752,257                     9,498          417,295

Proposal 2 - Approve, on an advisory basis, executive compensation.

For Against Abstain/Withheld Broker Non-Votes 11,502,365 254,072

            5,318          417,295

Proposal 3 - Approve an amendment to the Company's Amended and Restated 2003 Stock Incentive Plan.



       For Against Abstain Broker Non-Votes
11,493,357 266,674   1,724          417,295

Proposal 4 - Ratify Grant Thornton LLP as the Company's independent registered public accounting firm for 2022.



       For Against Abstain
12,156,162  22,130     758

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