UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 6, 2013
UNIVERSAL HEALTH REALTY INCOME TRUST
(Exact name of registrant as specified in its charter)
Maryland | 1-9321 | 23-6858580 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Universal Corporate Center 367 South Gulph Road King of Prussia, Pennsylvania |
19406 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (610) 265-0688
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 6, 2013, the Board of Trustees of Universal Health Realty Income Trust (the Trust) unanimously approved an amendment to the Trusts bylaws. The amendment, which provides that any nominee currently serving as a trustee in an election who receives a greater number of votes withheld or votes against his or her election than votes for such election shall tender his or her resignation for consideration by the Nominating & Governance Committee, became effective immediately.
This description of the amendment does not purport to be complete and is qualified in its entirety by reference to the text of the amendment to the Trusts bylaws, filed as Exhibit 3.2 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits |
(d)
Exhibit
|
Description |
|
3.2 | Amendment to the bylaws of the Trust, effective September 6, 2013 |
SIGNATURES
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 REALTY INCOME TRUST | ||||||
Date: September 10, 2013 | By: |
/s/ Alan B. Miller |
||||
Name: | Alan B. Miller | |||||
Title: | Chairman of the Board, Chief Executive Officer and President | |||||
By: |
/s/ Charles F. Boyle |
|||||
Name: | Charles F. Boyle | |||||
Title: | Vice President and Chief Financial Officer |
Exhibit 3.2
Amendment to Universal Health Realty Income Trust Bylaws
Effective as of September 6, 2013
Section 1.4 of Article I of the Trusts bylaws is hereby amended in its entirety to read as follows:
Section 1.4 Number and Term; Election . The number and terms of the Trustees shall be as provided in Section 2.1 of the Declaration. Trustees shall be elected at Annual Meetings of Shareholders as provided in Section 2.1 and Section 3.9 of the Declaration. In Trustee elections each Trustee is elected by the vote of the majority of the votes cast. A majority of the votes cast means that the number of shares voted for a Trustees election exceeds the number of shares withheld from or voted against that Trustee. A nominee currently serving as a Trustee not receiving a majority of the votes cast shall tender his or her resignation, promptly following certification of the shareholder vote, for consideration by the Nominating & Corporate Governance Committee. The Nominating & Corporate Governance Committee shall recommend to the Board of Trustees the action to be taken with respect to the resignation. The Trustee who tenders his or her resignation will not participate in the Board of Trustees decision regarding the resignation matter. The Board of Trustees will publicly disclose its decision within 90 days of the certification of the election results. A nominee currently serving as a Trustee not receiving a majority of the votes cast in an uncontested election shall continue to serve until (i) the Trustees successor is elected and qualifies, or (ii) the Board of Trustees accepts the Trustees resignation.