SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 6, 2014

USMD Holdings, Inc.

(Exact name of registrant as specified in its charter)

6333 North State Highway 161, Suite 200

Irving, Texas 75038

(Address of principal executive offices)

Registrant’s telephone number, including area code: (214) 493-4000

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

(e) As described in Item 5.07 below, USMD Holdings, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”) on June 6, 2014. At the Annual Meeting, the Company’s stockholders approved an amendment to the USMD Holdings, Inc. 2010 Equity Compensation Plan (the “Plan”). The amendment to the Plan had previously been unanimously adopted by the Company’s Board of Directors, subject to stockholder approval at the Annual Meeting.

The Plan allows the Company to grant certain employees (including its principal executive officer, principal financial officer and other named executive officers), consultants, advisors and non-employee directors incentive stock options, nonqualified stock options, stock appreciation rights and restricted stock. Awards are subject to the terms, conditions and limitations of the Plan and as may be determined by the Board of Directors. The amendment approved by the stockholders at the Annual Meeting increased the number of shares of common stock authorized for issuance under the Plan from 1,000,000 to 2,500,000. The amendment to the Plan is attached hereto as Exhibit 10.1.

A description of the material terms of the Plan is set forth in the Company’s definitive proxy statement (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 30, 2014, which description is incorporated herein by reference. The description in the Proxy Statement and the description of the Plan contained herein are qualified in their entirety by reference to the complete Plan.

(a) The Company held its Annual Meeting on June 6, 2014.

(b) At the Annual Meeting, the Company submitted three proposals, more fully described in the Proxy Statement, to its stockholders for approval. At the Annual Meeting, 9,567,466 shares of common stock were represented in person or by proxy, which constituted 94.3% of the 10,145,634 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting as of April 17, 2014, the record date. A brief description of the proposal and the final results of the stockholder vote for each proposal are set forth below.

Proposal 1: The Company’s stockholders elected all eleven director nominees to serve as members of the Company’s board of directors until the Company’s 2015 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified.

Proposal 2: The Company’s stockholders ratified the appointment of Grant Thornton, L.L.P. as the independent auditor of the Company for the fiscal year ending December 31, 2014.

Proposal 3: The Company’s stockholders approved an amendment to the USMD Holdings, Inc. 2010 Equity Compensation Plan.

(d) Exhibits

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.