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): February 12, 2019
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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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2019, the Board of Directors of UnitedHealth Group Incorporated (“UnitedHealth Group” or the “Company”) elected John H. Noseworthy, M.D. to serve as an independent director effective immediately. Dr. Noseworthy has not yet been appointed to any committees of the Board of Directors.
Dr. Noseworthy is the former Chief Executive Officer and President of Mayo Clinic, the world renowned, non-profit healthcare organization. He retired at the end of 2018 after a 28 year career at Mayo Clinic, recognized by U.S. News and World Report as best in its honor roll of America’s top providers of care for patients with serious and complex health conditions. Mayo Clinic cares for patients from every state and 143 countries worldwide. Dr. Noseworthy has served in various capacities at Mayo Clinic since 1990, including chairman of its internal Board of Governors, member of the Board of Trustees, Professor of Neurology at Mayo Clinic College of Medicine & Science, chair of Mayo’s Department of Neurology, medical director of the Department of Development, and Vice Chair of the Mayo Clinic Rochester Executive Board. Dr. Noseworthy also served as editor-in-chief of Neurology, the official journal of the American Academy of Neurology, from 2007 to 2009. Dr. Noseworthy was a Health Governor of the World Economic Forum from 2012 to 2018 and currently serves as a director of Merck & Co.
Dr. Noseworthy 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 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Dr. Noseworthy, 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.
There are no arrangements or understandings between Dr. Noseworthy and any other person pursuant to which Dr. Noseworthy was appointed to serve on the Board of Directors. Dr. Noseworthy has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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: February 19, 2019
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UNITEDHEALTH GROUP INCORPORATED
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By:
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/s/ Dannette L. Smith
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Dannette L. Smith
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Secretary to the Board of Directors
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EXHIBIT INDEX
For Immediate Release
John H. Noseworthy, M.D., Joins UnitedHealth Group Board of Directors
MINNETONKA, Minn. (Feb. 13, 2019)
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The board of directors of UnitedHealth Group (NYSE: UNH) announced John H. Noseworthy, M.D., has joined the board.
Stephen J. Hemsley, executive chairman of the board of directors of UnitedHealth Group, said: “John Noseworthy has served health care as a highly talented and compassionate physician, a leading neurological researcher and educator and as the chief executive of perhaps the most widely recognized and admired health system in the U.S. and worldwide, Mayo Clinic. His leadership has been decisive in Mayo’s acheivement of consistently high performance in health care quality, safety, research and finance, while championing wide-ranging improvments in the health care experience for both patients and care providers. John is an innovator whose early advocacy for more integrated health delivery supported by the latest technology has been combined with a dedication to maintaining and enhancing the care experience for patients. We welcome his expertise as UnitedHealth Group works to positively impact the future of health care through transformative change.”
Dr. Noseworthy served as president and chief executive officer of Mayo Clinic from 2009 until his retirement in 2018, leading one of the largest not-for-profit, academic health systems in the U.S., with $12 billion in annual revenues and 68,000 employees. With a focus on caring for patients with serious, complex illnesses, Mayo Clinic operates in five states and cares for more than one million people a year, from all 50 states and nearly 140 countries. Mayo Clinic is currently ranked #1 in the nation by
U.S. News and World Report
. Prior to his appointment as CEO in 2009, Dr. Noseworthy served as chair of Mayo Clinic’s Department of Neurology, medical director of the Department of Development and vice chair of the Mayo Clinic Rochester Executive Board.
Dr. Noseworthy received his M.D. degree from Dalhousie University in Halifax, Nova Scotia, Canada. He completed his neurology training at Dalhousie University and the University of Western Ontario, and a research fellowship at Harvard Medical School. He joined Mayo Clinic in 1990. He is the author of more than 150 research papers, chapters, editorials and several books, including the three-volume
Neurological Therapeutics: Principles and Practice
, now in its second edition. He also served as editor-in-chief of
Neurology
, the official journal of the American Academy of Neurology.
Currently serving on the board of directors of Merck & Co., Dr. Noseworthy is also a member of the Twin Cities Public Television Board of Trustees and the Minnesota Business Partnership Executive Committee. Dr. Noseworthy is a Health Governor of the World Economic Forum.
About UnitedHealth Group
UnitedHealth Group (NYSE: UNH) is a diversified health care 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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CONTACT:
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Tyler Mason
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UnitedHealth Group
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(424) 333-6122
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