UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 3, 2011 (May 3, 2011)

U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)

Nevada

1-11151

76-0364866

(State or other jurisdiction of

incorporation or organization)

(Commission File

Number)

(I.R.S. Employer

Identification No.)


1300 West Sam Houston Parkway South, Suite 300, Houston, Texas

77042

(Address of Principal Executive Offices)

(Zip Code)


Registrant’s telephone number, including area code: (713) 297-7000


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 8.01 Other Events.

In U.S. Physical Therapy, Inc.’s Notice of 2011 Annual Meeting to Stockholders (“Proxy Statement”) the Company reported that one of the members of its Board of Directors failed to participate in at least 75% of its 2010 Board of Directors meetings. The Company held four regular and three special meetings in 2010. Dr. Bernard Harris participated in three of the four regular meetings and two of the three special meetings which is five out of the seven total, a percentage of 71%. Dr. Harris missed one regular Board of Directors meeting because of a family emergency. If not for that family emergency he would have participated in six out of the seven meetings, which would have been a percentage of 86%.


SIGNATURE

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.


U.S. PHYSICAL THERAPY, INC.

 
 

Dated:

May 3, 2011

By:    /s/ LAWRANCE W. MCAFEE

Lawrance W. McAfee

Chief Financial Officer

 (duly authorized officer and principal financial

and accounting officer)