0000731766false00007317662021-06-072021-06-07
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): June 7, 2021
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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,
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Minnetonka,
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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:
☐ 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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value
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UNH
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company 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 5.07. Submission of Matters to a Vote of Security Holders.
On June 7, 2021, the Company held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). There were 853,588,552 shares of common stock represented at the Annual Meeting. The shareholders of the Company voted as follows on the following matters at the Annual Meeting:
1.Election of Directors. The nine directors were elected at the Annual Meeting for a one-year term based upon the following votes:
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Broker
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Director Nominee
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For
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Against
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Abstain
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Non-Votes
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Richard T. Burke
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741,104,735
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51,492,621
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2,105,782
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58,885,414
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Timothy P. Flynn
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772,729,306
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21,134,983
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838,849
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58,885,414
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Stephen J. Hemsley
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757,316,165
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35,866,105
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1,520,868
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58,885,414
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Michele J. Hooper
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727,650,076
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65,637,421
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1,415,641
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58,885,414
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F. William McNabb III
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785,681,646
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8,222,628
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798,864
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58,885,414
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Valerie C. Montgomery Rice, M.D.
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790,962,523
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2,951,988
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788,627
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58,885,414
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John H. Noseworthy, M.D.
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784,272,474
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9,624,501
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806,163
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58,885,414
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Gail R. Wilensky, Ph.D.
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691,736,523
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102,256,450
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710,165
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58,885,414
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Andrew Witty
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782,173,560
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11,760,091
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769,487
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58,885,414
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2.Non-binding advisory vote on executive compensation. The Company’s executive compensation was approved by a non-binding advisory vote based upon the following votes:
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Broker
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For
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Against
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Abstain
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Non-Votes
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576,650,397
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216,663,550
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1,389,191
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58,885,414
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3.Ratification of the appointment of Deloitte & Touche LLP. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021 was ratified based upon the following votes:
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For
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Against
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Abstain
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840,536,178
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12,272,982
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779,392
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4.Approval of an amendment to the UnitedHealth Group 1993 Employee Stock Purchase Plan. The amendment to the UnitedHealth Group 1993 Employee Stock Purchase Plan was approved based upon the following votes:
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Broker
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For
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Against
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Abstain
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Non-Votes
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791,122,257
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2,295,578
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1,285,303
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58,885,414
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5.Shareholder proposal to reduce the share ownership threshold for calling a special meeting of shareholders. The shareholder proposal was not approved based upon the following votes:
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Broker
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For
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Against
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Abstain
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Non-Votes
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314,743,905
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478,206,371
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1,752,862
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58,885,414
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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.
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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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Date: June 11, 2021