Universal Health Services (UHS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, and will be held virtually, allowing all shareholders to participate online regardless of location.

• Shareholders will vote on the election of directors, executive compensation, auditor ratification, and two shareholder proposals.

• The Board recommends voting for the director nominees, executive compensation, and auditor ratification, and against both shareholder proposals.

Voting matters and shareholder proposals

• Election of one director by Class A/C and one by Class B/D Common Stock, each for a three-year term.

• Advisory (nonbinding) vote on named executive officer compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.

• Shareholder proposal to report votes based on shareholder money at risk; Board recommends against.

• Shareholder proposal to require public disclosure of workforce diversity; Board recommends against.

Board of directors and corporate governance

• Board consists of seven members, divided into three classes, with a mix of management and independent directors.

• Board has refreshed 80% of non-management members in the last eight years and includes three women, one from an underrepresented minority.

• Four of seven directors are independent; Board committees are fully independent.

• Board leadership includes an Executive Chairman and a Lead Independent Director.

• Standing committees include Audit, Compensation, Nominating & Governance, Quality and Compliance, Executive, and Finance.