PROXY STATEMENT SUPPLEMENT
2017 ANNUAL MEETING OF STOCKHOLDERS
To Be Held Tuesday, October 3, 2017
This Proxy Statement Supplement (the Supplement) supplements and amends the original definitive proxy statement of U.S. Physical Therapy, Inc. (the Company, we, or our), dated August 15, 2017 (the Proxy Statement) for the Companys 2017 Annual Meeting of Stockholders (the Annual Meeting) to, (i) add a new Proposal 4 to the Proxy Statement that provides for a non-binding, advisory vote of Company stockholders on the frequency with which the Companys stockholders shall have the advisory say-on-pay vote on compensation paid to our named executive officers (Proposal 4) and (ii) update the Notice of the Annual Meeting to add the new Proposal 4 (the Amended Notice). This Supplement, along with the accompanying Amended Notice, contains additional information about the Annual Meeting, including any adjournments or postponements thereof. The Annual Meeting is being held at our principal executive offices located at 1300 West Sam Houston Parkway South, Suite 300, Houston, TX 77042, on Tuesday, October 3, 2017 at 9:00 a.m. local time.
This Supplement relates to the new Proposal 4 to be considered by stockholders at the Annual Meeting and does not provide all of the information that is important to your decisions with respect to voting on all of the proposals that are being presented to stockholders for their vote at the Annual Meeting. Additional information is contained in the Proxy Statement, which is included in this mailings, if you requested a hard copy. To the extent that the information in this Supplement differs from, updates or conflicts with the information contained in the Proxy Statement, the information in this Supplement shall amend and supersede the information in the Proxy Statement. Except as so amended or superseded, all information set forth in the Proxy Statement remains unchanged and important for you to review. Accordingly, we urge you to read this Supplement carefully and in its entirety together with the Proxy Statement.
This Supplement relates to the solicitation of proxies by our Board of Directors (the Board) for use at the Annual Meeting. On or about August 22, 2017, we will send our Annual Report for the year ended December 31, 2016, the Proxy Statement, this Supplement, the Amended Notice of Annual Meeting attached hereto as
Appendix A
and the enclosed new proxy card to all stockholders entitled to vote at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING TO BE HELD ON OCTOBER 3, 2017.
We have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a Notice of 2017 Annual Meeting of Stockholders, Proxy Supplement, proxy card and Annual Report for the year ended December 31, 2016, and by notifying you of the availability of our proxy materials on the Internet.
The Notice of 2017 Annual Meeting of Stockholders, this Proxy Statement, Proxy Supplement, proxy card and
Annual Report for the year ended December 31, 2016 are available at http://www.cstproxy.com/usph/2017.
The materials on the website are searchable, readable and printable and the website does not have cookies or other tracking devices which identify visitors. To obtain directions to attend the Annual Meeting and vote in person, please contact Richard Binstein, our Secretary, at 800-530-6285 or via email at investorrelations@usph.com.
Additionally, you can find a copy of these materials on the website of the Securities and Exchange Commission (SEC) at
www.sec.gov
and our corporate website
www.usph.com
.
PROPOSALS TO BE VOTED UPON BY STOCKHOLDERS
Information contained in this Supplement relates to Proposal 4 that will be presented to stockholders at the Annual Meeting. Information regarding Proposals 1, 2 and 3 that will be presented to stockholders at the Annual Meeting can be found in the Proxy Statement as originally filed with the SEC on August 15, 2017, and which was previously made available to you or included in this mailing to you, if hard copy.
Effect of Abstentions and Broker Non-Votes.
Shares of common stock present at the Annual Meeting but that abstain from voting on Proposal 4 are not treated as votes cast. Therefore, such abstention will have no effect on the outcome of the vote on Proposal 4. These abstentions, however, are counted towards establishing a quorum for the Annual Meeting. Broker non-votes (shares held by brokers, banks and other intermediaries that do not have discretionary authority to vote on any of the proposals on a matter and have not received voting instructions from their customers) will have no effect on the outcome of the vote, although they are counted towards establishing a quorum for the Annual Meeting. If you are