UHS » Topics » ELECTION OF DIRECTORS

This excerpt taken from the UHS DEF 14A filed Apr 25, 2005.

ELECTION OF DIRECTORS

 

The Company’s Restated Certificate of Incorporation provides for a Board of Directors of not fewer than three members nor more than nine members. The Board of Directors is currently fixed at seven members, and is divided into three classes, with members of each class serving for a three-year term. At each Annual Meeting of Stockholders, directors are chosen to succeed those in the class whose term expires at such Annual Meeting. Under the Company’s Restated Certificate of Incorporation, holders of shares of the Company’s outstanding Class B and Class D Common Stock are entitled to elect 20% (but not less than one) of the directors, currently two directors, one in each of Class II and Class III, and the holders of Class A and Class C Common Stock are entitled to elect the remaining directors, currently five directors, two in Class I, one in Class II, and two in Class III.

 

The persons listed below currently constitute the Company’s Board of Directors. The term of the Class III directors, Mr. Alan B. Miller, Mr. Robert A. Meister and Dr. John F. Williams, Jr., expires at the 2005 Annual Meeting. Mr. Alan B. Miller and Mr. Robert A. Meister have been nominated to be elected by the holders of Class A and Class C Common Stock and Dr. John F. Williams, Jr. has been nominated to be elected by the holders of Class B and Class D Common Stock. The Company has no reason to believe that any of the nominees will be unavailable for election; however, if any nominee becomes unavailable for any reason, the shares represented by the Proxy will be voted for the person, if any, who is designated by the Board of Directors to replace the nominee. All nominees have consented to be named and have indicated their intent to serve if elected.

 

The following information is furnished with respect to each of the nominees for election as a director and each member of the Board of Directors whose term of office will continue after the meeting.

 

Name


  Class of
Director


 

Class of

Stockholders

Entitled to Vote


  Age

 

Principal Occupation
During the Last
         Five Years         


  Director
Since


NOMINEES WHOSE TERMS

EXPIRE IN 2008


                   
Alan B. Miller   III   A Common
C Common
  67   Chairman of the Board, President and Chief Executive Officer of the Company since 1978. Prior thereto, President, Chairman of the Board and Chief Executive Officer of American Medicorp, Inc. Trustee of Universal Health Realty Income Trust. Director of Penn Mutual Life Insurance Company and Broadlane, Inc.   1978
Robert A. Meister   III   A Common
C Common
  63   Vice Chairman of Aon Group, Inc., an insurance brokerage, risk consulting, reinsurance and employee benefits company and a subsidiary of Aon Corporation since 1991.   2004

 

6


Name


  Class of
Director


 

Class of

Stockholders

Entitled to Vote


  Age

 

Principal Occupation
During the Last
         Five Years         


  Director
Since


John F. Williams, Jr., M.D., Ed.D.   III   B Common
D Common
  56   University Provost of The George Washington University since January 1, 2003; Vice President for Health Affairs of The George Washington University since 1997; Dean of The George Washington University from 1997 through 2003; Prior thereto, Medical Director of The George Washington University Hospital, and Associate Vice President for Graduate Medical Education at the School of Medicine and Health Sciences; Member of the American Public Health Association, the American Medical Association, the New York Academy of Sciences, the American Society of Anesthesiologists and the Society of Critical Care Medicine.   1999

DIRECTORS WHOSE TERMS

EXPIRE IN 2006


                   
John H. Herrell   I   A Common
C Common
  64   Former Chief Administrative Officer of Mayo Foundation from 1993 through 2002; Chief Financial Officer of Mayo Foundation from 1984 until 1993 and various other capacities since 1968.   1993
Leatrice Ducat   I   A Common
C Common
  72   President and Founder, National Disease Research Interchange since 1980; President and Founder, Human Biological Data Interchange since 1988; Founder, Juvenile Diabetes Foundation, National and International Organization.   1997

DIRECTORS WHOSE TERMS EXPIRE IN 2007


                   
Anthony Pantaleoni   II   A Common
C Common
  65   Of Counsel to the law firm of Fulbright & Jaworski L.L.P., New York, New York. Director of AAON, Inc. The Company utilized during the year ended December 31, 2004 and currently utilizes the services of Fulbright & Jaworski L.L.P. as outside counsel.   1982
Robert H. Hotz   II   B Common
D Common
  60   Senior Managing Director, Head of Investment Banking, Member of the Board of Directors, Houlihan Lokey Howard & Zukin, New York, NY; former Senior Vice Chairman, Investment Banking for the Americas, UBS Warburg, LLC, New York, NY.   1991

 

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