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UHS > SEC Filings for UHS > Form 8-K on 18-Mar-2009All Recent SEC Filings

Show all filings for UNIVERSAL HEALTH SERVICES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for UNIVERSAL HEALTH SERVICES INC


18-Mar-2009

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


2008 Annual Incentive Bonuses:

On March 12, 2009, the Compensation Committee (the "Committee") of the Board of
Directors of Universal Health Services, Inc. (the "Company") certified the level
of attainment of the 2008 performance goals under the Universal Health Services,
Inc. Executive Incentive Plan (the "Plan") and authorized the payment of an
annual incentive bonus to the Executive Officers, as indicated below.



                                                                                         % of
                                                                                         2008
                                                                        Annual          Annual
                                                                    Incentive Bonus      Base
Name                                       Title                       for 2008         Salary
Alan B. Miller               Chief Executive Officer, President
                             and Chairman of the Board             $       3,375,130       250 %
Steve G. Filton              Senior Vice President and Chief
                             Financial Officer                     $         468,500       112 %
Debra K. Osteen              Senior Vice President                 $         451,579       106 %
Michael Marquez              Senior Vice President                 $         468,500        99 %
Marc D. Miller               Senior Vice President                 $         453,523       106 %

Consistent with previous years, the amounts of the annual incentive bonuses for Messrs. Alan B. Miller and Filton were derived as a percentage of their annual salaries based on the achievement of corporate performance criteria. Also consistent with previous years, the amounts of the annual incentive bonuses for Ms. Osteen and Messrs. Marquez and Marc D. Miller were derived as a percentage of their annual salaries based on the achievement of divisional and corporate performance criteria. After consultation with Mr. Alan B. Miller, the Committee agreed to modest reductions to the annual incentive bonuses, from the amounts as stipulated pursuant to the Plan, for certain of the Company's Senior Vice Presidents. The reductions, which have been factored into the respective amounts reflected above, were intended to provide for a relatively narrow range of annual incentive bonus amounts paid to each of the Company's Senior Vice Presidents in recognition of the equality of each individual's contributions to our 2008 financial results.

2009 Annual Cash Bonus Performance Goals

On March 12, 2009, the Committee approved specific bonus formulae for the determination of annual incentive compensation for the Company's executive officers pursuant to the Plan for the year ending December 31, 2009. Under the formulae approved by the Committee, each of the Company's executive officers was assigned a percentage of such executive officer's 2009 base salary as a target bonus. The target bonus award indicated below for Mr. Alan B. Miller is stipulated in his employment agreement dated December 27, 2007. The following table shows each executive officer's target bonus as a percentage of his or her base salary for 2009. The 2009 target awards for each individual are unchanged from the 2008 target awards.

Name                                       Title                         Target Award
Alan B. Miller             President, Chief Executive Officer &
                                   Chairman of the Board                          100 %

Steve G. Filton           Senior Vice President & Chief Financial
                                          Officer                                  50 %

Debra K. Osteen                    Senior Vice President                           50 %

Michael Marquez                    Senior Vice President                           50 %

Marc D. Miller                     Senior Vice President                           50 %

Pursuant to the Plan and the formulae approved by the Committee, each executive officer will be entitled to receive between 0% and 250% of that executive officer's target bonus based, either entirely or in part, on the Company's achievement of a combination


of: (i) a specified range of target levels of earnings per share from continuing operations (as defined in our Proxy Statement), and; (ii) a specified range of target levels of return on capital (net income divided by quarterly average net capital) for the year ending December 31, 2009. In addition, with respect to Ms. Osteen and Messrs. Marquez and Marc D. Miller, 25% of their annual incentive bonus for 2009 will be determined using the corporate performance criteria described above and the remaining 75% will be determined using divisional performance criteria based on achievement of specified income targets.


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