false0000731766 0000731766 2020-04-16 2020-04-16


 
 
 
 
 
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): April 16, 2020
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UNITEDHEALTH GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
 
1-10864
 
41-1321939
(State or other jurisdiction of incorporation)
 
(Commission File Number)

 
(I.R.S. Employer Identification No.)

UnitedHealth Group Center, 9900 Bren Road East,
Minnetonka,
Minnesota
55343
(Address of principal executive offices)
(Zip Code)
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $.01 par value
 
UNH
 
New York Stock Exchange
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).
☐ 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 April 15, 2020, UnitedHealth Group Incorporated (the “Company”) issued a press release announcing that Sir Andrew Witty, President of the Company and Chief Executive Officer of Optum, has been asked to co-lead a global effort of the World Health Organization (WHO), in partnership with key stakeholders, to accelerate the development of a COVID-19 vaccine. Witty will be on an unpaid leave of absence commencing on April 20, 2020 (the “Effective Date”) until December 31, 2020. During Witty’s absence, David S. Wichmann, Chief Executive Officer of the Company, will assume Witty’s responsibilities and will oversee Optum.

In recognition of Witty’s extraordinary performance thus far in 2020 in marshaling the resources and capabilities of Optum to support the Company’s customers, communities and employees in the current crisis, while also sustaining and building the business for long term growth, the Compensation and Human Resources Committee of the Board of Directors of the Company authorized a payment by the Company to him in the amount of $550,000 on April 16, 2020.


Item 9.01.    Financial Statements and Exhibits.
Exhibit
Description
104
Cover Page Interactive Data File (formatted as Inline XBRL).




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: April 17, 2020                 
 
 
 
UNITEDHEALTH GROUP INCORPORATED
 
 
 
By:
 /s/ Dannette L. Smith
 
 
 
 
Dannette L. Smith
 
 
 
 
Secretary to the Board of Directors





N E W S R E L E A S E
 
 
 
 
UHGLOGO1A02A01A01A01A41.JPG

(For Immediate Release)

Sir Andrew Witty to Take Leave of Absence from UnitedHealth Group to Co-Lead World Health Organization Efforts to Accelerate a COVID-19 Vaccine

MINNETONKA, Minn. (April 15, 2020) - UnitedHealth Group (NYSE: UNH) announced that Sir Andrew Witty, president of UnitedHealth Group and CEO of Optum, has been asked to co-lead a global effort of the World Health Organization (WHO), in partnership with key stakeholders, to accelerate the development of a COVID-19 vaccine. Witty will be on a leave of absence from UnitedHealth Group while leading the initiative and will return to the company at approximately year end.

“Andrew brings the perfect combination of deep global health expertise, innovation and operating skills and, above all, a passion for, and considerable success in, developing vaccines to drive this critical effort,” said David S. Wichmann, chief executive officer of UnitedHealth Group. “The pride we take in Andrew’s willingness to serve during this global health crisis is exceeded only by our confidence in his ability to support the global vaccine development effort as quickly and effectively as possible.”

"I am deeply honored to help lead this mission to seek a COVID-19 vaccine and am confident the people of Optum will remain relentless in their work to help their customers, communities and each other each day. I look forward to rejoining them on the other side of this crisis to continue helping make the health system work better for everyone," said Witty. Witty’s appointment to the position with WHO is effective April 20. During Witty’s temporary assignment, Wichmann will oversee Optum.

Witty was a member of the UnitedHealth Group Board of Directors from August 2017 until March 2018, when he became CEO of Optum. He was named president of UnitedHealth Group in November 2019. Witty served as CEO and a director of GSK from 2008 until 2017, having joined the company in 1985. While CEO of GSK, he gained global recognition for his efforts to develop and expand access to critically needed vaccines.

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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Investors:
Brett Manderfeld
 
 
 
 
 
Senior Vice President
 
 
 
 
 
952-936-7216
 
 
 
 
 
 
 
 
 
 
Media:
Matt Stearns
 
 
 
 
 
Senior Vice President
 
 
 
 
 
202-276-0085