UNIVERSAL HEALTH SERVICES INC CLAS (UHS)

Sector: Health Care

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2026 Annual Meeting Analysis

UNIVERSAL HEALTH SERVICES INC CLAS · Meeting: May 20, 2026

Policy v1.2medium confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

1

Directors AGAINST

1

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

1 FOR/1 AGAINST

Against Analysis

✗ AGAINST
Alan B. Millerfamilial relationship to CEOdirector since 1978 founder control

Alan B. Miller is the father of CEO Marc D. Miller and has served as a director since 1978; the policy calls for a No vote on directors with familial relationships to senior management, particularly the CEO, as this proximity undermines independent oversight of executive performance and compensation.

For Analysis

✓ FOR
Nina Chen-Langenmayr

Ms. Chen-Langenmayr has been a director since 2022 (within the 24-month new-director exemption window at the time of her appointment, and now just over it), UHS's 3-year TSR of +49.1% outperforms the peer group median of +46.8% by +2.3pp, far below the 65pp threshold required to trigger a No vote, and no other policy flags apply.

Two Class III directors are up for election: Alan B. Miller (elected by Class A/C shareholders) and Nina Chen-Langenmayr (elected by Class B/D shareholders). UHS's 3-year TSR of +49.1% comfortably outperforms the peer group median of +46.8% by only +2.3pp, well below the 65pp threshold for a strong-positive-TSR company, so the TSR trigger does not fire for either director. However, Alan B. Miller — the founder and father of the current CEO — draws an AGAINST vote under the familial relationship policy, which flags directors closely related to senior management as a governance concern. Nina Chen-Langenmayr receives a FOR vote with no flags raised.

Say on Pay

✓ FOR

CEO

Marc D. Miller

Total Comp

$16,148,937

Prior Support

N/A

CEO Marc D. Miller received total compensation of approximately $16.1 million in 2025. UHS is a large-cap healthcare services company with $17.4 billion in revenues, and this pay level is broadly in line with expectations for a CEO in this sector and size band. The pay structure is well-designed: approximately 70% of total target compensation is delivered in long-term incentive awards (time-based and performance-based stock units), well above the 50-60% threshold the policy requires for variable/performance-based pay. Performance conditions are meaningful — annual cash bonuses are tied to adjusted earnings per share and return on capital targets that were set at the start of the year, the company exceeded maximum targets on both metrics in 2025, and the three-year performance stock awards vest based on multi-year adjusted EBITDA growth. UHS's 3-year stock price return of +49.1% outperforms the peer group median of +46.8% by +2.3pp, confirming that above-benchmark incentive payouts are aligned with strong shareholder outcomes. The company also has a formal clawback policy adopted in 2023 as required by NYSE/SEC rules.

Auditor Ratification

✓ FOR

Auditor

PricewaterhouseCoopers LLP

Tenure

19 yrs

Audit Fees

N/A

Non-Audit Fees

N/A

PricewaterhouseCoopers LLP has served as UHS's auditor since 2007, giving it approximately 19 years of tenure — below the 25-year threshold that would trigger a No vote. No audit fee table with non-audit fee data was included in the extracted filing text, so the non-audit fee ratio trigger cannot be assessed; absent confirmed data, the policy defaults to FOR. PwC is a Big 4 firm fully appropriate for a company of UHS's $11.5 billion market cap, and no material restatements attributable to audit failure were identified.

Stockholder Proposals

2 proposals submitted by shareholders

Proposal 4

Stockholder Proposal to Report Votes Based on UHS Shareholder Money at Risk

✓ FOR
Filed by:John CheveddenIndividual ActivistDisclosure
Board recommends: AGAINST
credible governance activist filerdual class structure 91pct insider voting powerdisclosure ask low bar

John Chevedden is a well-known individual governance activist with a long track record of shareholder-value-focused proposals, and the policy directs that such filers be taken seriously. The ask here is purely a transparency measure — UHS would simply report annual meeting vote results in two formats: the standard weighted-vote tally, and a second tally weighted by economic ownership (shares outstanding) rather than by the super-voting Class A/C structure that concentrates 91% of voting power in the hands of insiders who own only 16% of the economic interest. This is a disclosure proposal, which the policy supports at a lower bar than operational or structural changes. The company's opposition argument — that the total weighted vote is the only legally relevant result — is technically accurate but misses the point: the proposal asks for additional transparency, not a change to the legal outcome. Shareholders who hold the vast majority of the economic risk in UHS have an understandable interest in knowing how their votes, weighted by their financial stake, compare to the outcome determined by the super-voting class, and providing this information costs little and improves accountability.

Proposal 5

Stockholder Proposal Regarding Public Disclosure of Workforce Diversity

✓ FOR
Filed by:New York State Common Retirement FundInstitutional PensionDisclosure
Board recommends: AGAINST
credible institutional pension filercompany previously disclosed then stoppedsector peers 81pct disclose EEO1disclosure ask low bar

The New York State Common Retirement Fund is a mainstream institutional pension fund — one of the largest in the country — and the policy treats such filers as credible fiduciaries with legitimate shareholder interests. The ask is a straightforward disclosure proposal: publish workforce diversity data, which UHS previously provided but has since stopped disclosing. The company's opposition focuses on limitations of EEO-1 data and claimed implementation burden, but the proposal explicitly allows the board discretion in how to report and permits omission of proprietary or privileged information, making it a low-burden ask. With 81% of UHS's sector peers already disclosing this information and UHS itself having done so in the past, the company's resistance to resuming this disclosure is difficult to justify. Workforce composition and retention data are material human capital metrics for an 86,000-employee healthcare company operating in a tight labor market, and investors have a reasonable interest in being able to compare UHS's practices to those of its peers.

Overall Assessment

The 2026 UHS annual meeting features five proposals; the most significant governance concern is the company's entrenched dual-class share structure, which gives insiders holding only 16% of the economic interest approximately 91% of voting power — a dynamic highlighted by both stockholder proposals on the ballot. On the standard proposals, Say on Pay earns a FOR vote given strong financial performance, a well-structured pay program with 70% variable pay, and CEO compensation in line with sector benchmarks, while PwC's auditor ratification also passes; however, founder and Executive Chairman Alan B. Miller draws an AGAINST vote under the familial relationship policy given his role as father of the CEO.

Filing date: April 9, 2026·Policy v1.2·medium confidence

Compensation Peer Group

12 companies disclosed in 2026 proxy filing

ACHCAcadia Healthcare Company, Inc.
BKDBrookdale Senior Living, Inc.
CYHCommunity Health Systems, Inc.
DVADaVita, Inc.
EHCEncompass Health Corporation
HCAHCA Healthcare, Inc.
HSICHenry Schein, Inc.
LHLaboratory Corporation of America Holdings
MOHMolina Healthcare, Inc.
DGXQuest Diagnostics Incorporated
SEMSelect Medical Holdings Corporation
THCTenet Healthcare Corporation