Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Summary of Changes Implemented in 2022 to Executive Officer Compensation



On March 23, 2022, our Compensation Committee of the Board of Directors (the
"Compensation Committee") approved changes to various elements of compensation
for our Chief Executive Officer ("CEO") and certain of our other named executive
officers ("NEOs").

Below is a general summary of those changes, as compared to 2021:

• Decrease in the weighting of long-term incentives ("LTI"), with accompanying


      increase in weighting of cash incentives.


   •  No significant changes in target compensation levels (i.e., changes
      generally consist of shifts in mix of pay, not pay amounts).

• Continued commitment to significant at-risk, performance-based CEO and NEO

compensation programs.




After reviewing market data prepared by FW Cook, a third-party executive
compensation consultant ("FW Cook"), the Compensation Committee determined that
the target pay mix for our CEO and certain of our other NEOs could be more
closely aligned with the comparable target pay mix at our peer group companies.
For example, in 2021, our CEO received 82% of target total direct compensation
("TDC") in the form of long-term incentives, whereas LTI of peer group CEOs
accounted for 66% of target TDC. Certain of our other NEOs (on average) received
approximately 75% of target TDC in the form of long-term incentives, whereas LTI
of comparable peer company NEOs (on average) accounted for 56% of target TDC.
Conversely, the weighting of annual cash incentives was below that of our peer
group.

Due to the differences between our target pay mix and that of our peer group,
our Compensation Committee determined that decreases in the weighting of LTI,
and accompanying increases in cash incentive pay mix, were warranted for our CEO
and certain of our other NEOs. Adjustments to base salaries were also warranted
to further align the elements of our executive compensation to the pay mix of
our peer group companies.

Commencing in March of 2022, each NEO began receiving their stock-based
compensation as fixed dollar awards rather than awards that were denominated in
a fixed number of shares. In addition, changes were also implemented in
connection with the form of stock-based compensation awards made to our CEO and
other NEOs to further align with peer group long-term incentive mix. In March of
2022, our CEO and NEOs each received: (i) 50% of their annual target stock-based
compensation awards in the form of options to purchase shares of our Class B
Common Stock at the grant date market value, and; (ii) 50% of their annual
target stock-based compensation awards in the form of performance-based
restricted stock units that will be earned based on the cumulative three-year
growth in our earnings before interest, taxes, depreciation & amortization, the
impacts of other income/expense and net income attributable to noncontrolling
interests, as compared to a range of pre-established three-year growth
thresholds. Previously, in 2021, the annual stock-based compensation awards to
our CEO and NEOs consisted of: (i) 50% of the target awards were made in the
form of options to purchase shares of our Class B Common Stock at the grant date
market value, and; (ii) 50% of the target awards were made in the form of option
to purchase shares of our Class B Common Stock at 110% of the grant date market
value.

The base salary changes will be retroactively applied in 2022 to correspond to
each individual's historical annual merit increase date which is January 1st for
Mr. Marc Miller and March 1st for each of Messrs. Filton, Pember and Peterson.

The cash incentives values reflected below for 2022 were computed at the target
bonus awards for each individual, which as a percentage of their base salary,
after giving effect to the changes implemented in 2022, amounted to 150% for Mr.
Marc Miller and 100% for each of Messrs. Filton, Pember and Peterson. The cash
incentives values reflected below for 2021 were computed at the target bonus
awards for each individual, which as a percentage of their base salary, before
giving effect to the changes implemented in 2022, amounted to 100% for Mr. Marc
Miller, 50% for Mr. Filton and 31% for each of Messrs. Pember and Peterson.

As compared to 2021, below is a summary of the primary elements of compensation
for our CEO and certain other NEOs, other than our Executive Chairman, Mr. Alan
Miller, after giving effect to the changes implemented in 2022.


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($000s)
                                                            M. Pember                    M. Peterson

Compensation Elements M. Miller S. Filton (EVP & Pres.-Acute Care) (EVP & Pres.-Behavioral Health)


                       (Pres. & CEO)   (EVP & CFO)
                       2021    2022    2021   2022      2021         2022           2021             2022
Base Salary           $1,100  $1,300   $719   $800      $740         $800           $626             $675
Cash Incentives       $1,100  $1,950   $360   $800      $231         $800           $196             $675
Equity Comp           $10,105 $9,508  $3,169 $2,420    $3,181       $2,305         $2,724           $1,988
Total Direct Comp     $12,305 $12,758 $4,248 $4,020    $4,152       $3,905         $3,546           $3,338


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We believe the changes to the elements of compensation for each of our NEOs, as
outlined above, continue to preserve significant reliance on at-risk,
performance-based compensation for our CEO and other NEOs. After giving effect
to the changes in the elements of compensation during 2022, as reflected above,
approximately 90% of the target pay for our CEO, and approximately 80% of the
target pay for our other NEOs', is comprised of performance-based incentive
compensation.

Mr. Alan Miller, our Executive Chairman, receives compensation pursuant to his
employment agreement which provides for a base salary of $1.0 million in 2022
(unchanged from 2021), a discretionary cash bonus which was $1.0 million for
2021, and discretionary LTIP awards which had grant date market values of
approximately $5.0 million in 2022 and $10.1 million in 2021. Mr. Alan Miller's
LTIP awards in each of 2022 and 2021 were consistent with the form of the
stock-based awards made to our CEO and other NEOs during each year, as discussed
above.

Summary of Changes Implemented in 2022 to Board of Directors Compensation



On March 23, 2022, in connection with its annual evaluation of our non-employee
director compensation program, the Compensation Committee recommended, and our
Board of Directors approved, changes to various elements of compensation for the
non-employee members of our Board of Directors.

Below is a general summary of those changes, as compared to 2021:

- Decrease in equity compensation, with accompanying increase in cash

compensation.

- Shift from denominating equity awards as a fixed number of shares to a fixed

dollar amount.

- Elimination of all committee meeting fees.




After reviewing market data prepared by FW Cook, the Compensation Committee
determined that the pay mix for our non-employee director compensation program
could be more closely aligned with the non-employee director pay mix at our peer
group companies. For example, in 2021, our non-employee directors received 83%
of total compensation in the form of equity compensation whereas equity pay of
peer group non-employee directors accounted for 60% of total compensation.
Conversely, the weighting of cash

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compensation was significantly below that of our peer group. Accordingly, our
Compensation Committee determined that a decrease in equity compensation and
accompanying increase in cash compensation (consisting of Board and Committee
cash retainers), was warranted. Additionally, all committee meeting fees were
eliminated to align with peer group practice.

The Compensation Committee also aligned with peer group practice by: (i)
eliminating the use of stock options with five-year vesting and, instead, plan
to award restricted stock units ("RSUs") that vest one day prior to next year's
annual meeting, and; (ii) converting the denomination of equity grants from a
fixed number of shares in 2021 (10,000 stock options awarded to each
non-employee director) to a fixed dollar value beginning in 2022 (in the form of
RSUs with a grant date value of approximately $200,000). Beginning with the 2022
stock-based awards, the Compensation Committee has also decided to shift the
annual grant date for the non-employee directors' awards, which were
historically granted at the Board of Directors' meeting held in March, to the
Board of Directors' meeting held in May, after the Annual Meeting of
Stockholders. This timing change is being implemented to align the annual
stock-based compensation award date for our non-employee directors, with the
annual shareholders' meeting at which directors are elected, which is held each
May.

As compared to 2021, below is a summary of the annual cash retainers and stock-based compensation awards for our non-employee directors after giving effect to the changes implemented in 2022 (the changes to the annual cash retainers are effective as of March 24, 2022).



Annual retainer:                                 2021       2022
Board member                                      $65,000 $100,000
Audit Committee Chairperson                       $10,000  $25,000

Quality & Compliance Committee Chairperson $7,500 $22,500 Compensation Committee Chairperson

$5,000  $15,000

Nominating & Governance Committee Chairperson $5,000 $10,000 Audit Committee Member

$2,500  $12,500
Quality & Compliance Committee Member              $1,500  $11,250
Compensation Committee Member                          $0   $7,500
Nominating & Governance Committee Member               $0   $5,000
Meeting fees ($1,000 per Committee meeting)           (A)       $0

Annual stock-based compensation:
Grant date fair value of awards                  $404,199 $200,000

(A) During 2021, total combined committee meetings fees of $59,000 were paid to

members of the Audit Committee, Quality & Compliance Committee,

Compensation Committee and Nominating & Governance Committee for

participation in committee meetings in excess of 30 minutes. Effective

March 24, 2022, committee meeting fees will no longer be paid.

2022 Annual Incentive Bonus Performance Goals



On March 23, 2022, the Compensation Committee approved specific bonus formulae
for the determination of annual incentive compensation for the Company's
executive officers pursuant to the 2022 Executive Incentive Plan which was
adopted by the Compensation Committee on March 23, 2022 (the "Plan") for the
year ending December 31, 2022. Under the formulae approved by the Committee,
each of the Company's executive officers was assigned a percentage of such
executive officer's 2022 base salary as a target bonus based upon corporate
performance criteria. The corporate performance criteria target bonus award
indicated below for Mr. Marc D. Miller is stipulated in his employment agreement
dated December 23, 2020, as amended on March 23, 2022.

Mr. Alan B. Miller, who previously served as our Chief Executive Officer and
Chairman of the Board of Directors, transitioned to the role of Executive
Chairman of the Board effective January 1, 2021. As part of his compensation in
connection with his role as Executive Chairman of the Board, Mr. Alan B. Miller
may be entitled to bonuses and other compensation (including annual incentive
bonuses) as may be determined by the Board of Directors.

The following table shows each executive officer's corporate performance
criteria target bonus as a percentage of their base salary for 2022. With
respect to Messrs. Marc D. Miller and Steve G. Filton, 100% of their annual
incentive bonus for 2022 will be determined using the corporate performance
criteria, as described below. With respect to Messrs. Pember and Peterson, their
2022 annual incentive bonus will be determined utilizing: (i) 25% of their
annual salary based upon the achievement of the corporate performance criteria,
and; (ii) 75% of their annual salary based upon the achievement of the
divisional income targets, as described below.

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Name                                  Title                           Target Award
Marc D.
Miller            Chief Executive Officer and President                         150 %
Steve G.          Executive Vice President and Chief Financial
Filton            Officer                                                       100 %
Marvin G.         Executive Vice President and President-Acute
Pember            Care Division                                                 100 %
Matthew           Executive Vice President and
J. Peterson       President-Behavioral Health Division                          100 %


Pursuant to the Plan and the formulae approved by the Committee, each executive
officer will be entitled to receive between 0% and 200% of that executive
officer's target bonus based, either entirely (100% for Messrs. Marc Miller and
Steve Filton) or in part (25% for Messrs. Pember and Peterson), on the Company's
achievement of a combination of: (i) a specified range of target levels of
adjusted net income per diluted share attributable to UHS (as set forth in our
Proxy Statement), and; (ii) a specified range of target levels of return on
capital (adjusted net income attributable to UHS divided by quarterly average
net capital) for the year ending December 31, 2022. The adjusted net income per
diluted share attributable to UHS may exclude, the impact of other items, if
applicable and material, that are, among other things, nonrecurring
or non-operational in nature.

Pursuant to the formulae approved by the Committee, Messrs. Pember and Peterson
will be entitled to receive between 0% and 200% of their target bonus that is
based on the divisional results (75%). The divisional income targets consist of
the projected aggregate pre-tax income for our acute care and behavioral health
services segments, net of certain deductions which consist primarily of a charge
. . .

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1 Universal Health Services, Inc. 2022 Executive Incentive Plan 10.2 Amendment, dated as of March 23, 2022, to Employment Agreement, dated as

of December 23, 2020, between Universal Health Services, Inc. and Marc D.

Miller

10..3 Amendment, dated as of March 23, 2022, to Employment Agreement, dated as

of December 23, 2020, between Universal Health Services, Inc. and Alan B.


         Miller

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document).




                                 Exhibit Index

Exhibit No.              Exhibit

10.1                 Universal Health Services, Inc. 2022 Executive Incentive Plan
10.2                 Amendment, dated as of March 23, 2022, to Employment Agreement, dated
                   as of December 23, 2020, between Universal Health

Services, Inc. and

Marc D. Miller
10..3                Amendment, dated as of March 23, 2022, to Employment

Agreement, dated


                   as of December 23, 2020, between Universal Health

Services, Inc. and

Alan B. Miller

104                Cover Page Interactive Data File (embedded within the Inline XBRL
                   document).

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