UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 13, 2017
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UNITEDHEALTH GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
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1-10864
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41-1321939
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota
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55343
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (952) 936-1300
N/A
(Former name or former address, if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 13, 2017, the Board of Directors of UnitedHealth Group Incorporated (“UnitedHealth Group” or the “Company”) elected Mr. Timothy P. Flynn to serve as an independent director. There are no arrangements or understandings between Mr. Flynn and any other person pursuant to which Mr. Flynn was appointed to serve on the Board of Directors. Mr. Flynn has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. At the time of this filing, Mr. Flynn has not yet been appointed to any committees of the Board of Directors.
Mr. Flynn was the Chairman of KPMG International ("KPMG"), a global professional services organization that provides audit, tax, and advisory services, from 2007 until his retirement in October 2011. From 2005 until 2010, he served as Chairman and from 2005 to 2008 as Chief Executive Officer of KPMG LLP in the U.S., the largest individual member firm of KPMG. Prior to serving as Chairman and CEO of KPMG LLP, Mr. Flynn was Vice Chairman, Audit and Risk Advisory Services, with operating responsibility for Audit, Risk Advisory and Financial Advisory Service practices. Mr. Flynn has served as a member of the board of directors of JPMorgan Chase & Co. since 2012, as a member of the Board of Directors of Alcoa since November 2016 and as a member of the board of directors of Wal-Mart Stores, Inc. since 2012. He previously served as a member of the board of directors of The Chubb Corporation from September 2013 until its acquisition in January 2016 and as the Advisory Chair for the Americas at British Telecom, a role that he held from April 2014 to September 2016. He has been a director of the International Integrated Reporting Council since September 2015, while he previously served as a trustee of the Financial Accounting Standards Board, as a member of the World Economic Forum's International Business Council, and was a founding member of The Prince of Wales' International Integrated Reporting Committee.
Mr. Flynn will receive compensation for his services as a director in accordance with the Company’s standard compensation program for non-employee directors, which is summarized in Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.
In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Mr. Flynn, which requires the Company to indemnify him against certain liabilities that may arise as a result of his status or service as a director. The foregoing description is qualified in its entirety by the full text of the form of Indemnification Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2015.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description
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99.1
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Press Release issued by UnitedHealth Group Incorporated dated January 17, 2017
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Signatures
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.
Date: January 17, 2017
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UNITEDHEALTH GROUP INCORPORATED
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By:
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/s/ Dannette L. Smith
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Name
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Dannette L. Smith
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Title
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Secretary to the Board of Directors
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EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Press Release issued by UnitedHealth Group Incorporated dated January 17, 2017
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Exhibit 99.1
(For Immediate Release)
Timothy P. Flynn Joins UnitedHealth Group Board of Directors
MINNEAPOLIS, MN
(January 17, 2017) - UnitedHealth Group (NYSE: UNH) announced today that Timothy P. Flynn has joined the company’s Board of Directors.
Stephen J. Hemsley, chief executive officer of UnitedHealth Group, said, "UnitedHealth Group will benefit from Tim Flynn’s 37 years of experience leading and working with diverse global businesses in regulated environments, along with his keen insights and expertise in finance and business strategy.”
Flynn served as chairman of KPMG International from 2007 until his retirement in October 2011. KPMG is a global network of professional firms, with 189,000 people providing Audit, Tax and Advisory services in 152 countries. In this role, he led the global executive team responsible for the management and operations, and chaired the global board responsible for the strategy, oversight and governance of the global network. During his 32-year career with KPMG, Flynn held a number of senior leadership positions, including serving as chairman from 2005 to 2010 and chief executive officer from 2005 to 2008 of KPMG LLP, the U.S. and largest member firm of KPMG International.
Flynn is a member of the board of directors of JPMorgan Chase & Co., Wal-Mart Stores, Alcoa and a member of the board of trustees of the University of St. Thomas, St. Paul, Minn. He has previously served as a member of the board of directors of the Chubb Corporation from 2013 until its acquisition by ACE Limited in January 2016. Flynn also served as a trustee of the Financial Accounting Standards Board, a member of the World Economic Forum’s International Business Council, and was a founding member of The Prince of Wales’ International Integrated Reporting Committee.
About UnitedHealth Group
UnitedHealth Group (NYSE: UNH) is a diversified health and well-being company dedicated to helping people live healthier lives and helping make the health system work better for everyone. UnitedHealth Group offers a broad spectrum of products and services through two distinct platforms: UnitedHealthcare,
which provides health care coverage and benefits services; and Optum, which provides information and technology-enabled health services. For more information, visit UnitedHealth Group at
www.unitedhealthgroup.com
or follow @UnitedHealthGrp on Twitter.
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Media:
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Tyler Mason
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424-333-6122
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tyler.mason@uhg.com
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Investor
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John S. Penshorn
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Brett Manderfeld
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Contacts:
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952-936-7214
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952-936-7216
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