UnitedHealth Group Incorporated filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$UNH
Medical Specialities
Health Care
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 2, 2025
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(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (800 ) 328-5979
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2025, the Compensation and Human Resources Committee of the Board of Directors of UnitedHealth Group Incorporated (the “Company”) cancelled the performance-based restricted stock units granted to Andrew Witty, the Company’s former Chief Executive Officer, on February 20, 2025. Mr. Witty agreed to the cancellation in connection with his retirement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 2, 2025, the Company held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). There were 811,952,044 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:
| Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Charles Baker | 746,667,016 | 4,423,146 | 1,024,926 | 59,836,956 | ||||||||||
| Timothy Flynn | 651,303,141 | 99,158,799 | 1,653,148 | 59,836,956 | ||||||||||
| Paul Garcia | 746,536,909 | 4,570,092 | 1,008,087 | 59,836,956 | ||||||||||
| Kristen Gil | 746,875,578 | 4,264,517 | 974,993 | 59,836,956 | ||||||||||
| Stephen Hemsley | 697,580,145 | 53,344,000 | 1,190,943 | 59,836,956 | ||||||||||
| Michele Hooper | 688,497,615 | 62,277,727 | 1,339,746 | 59,836,956 | ||||||||||
| F. William McNabb III | 725,279,560 | 25,647,731 | 1,187,797 | 59,836,956 | ||||||||||
| Valerie Montgomery Rice, M.D. | 714,336,653 | 36,834,564 | 943,871 | 59,836,956 | ||||||||||
| John Noseworthy, M.D. | 644,851,636 | 105,639,631 | 1,623,821 | 59,836,956 | ||||||||||
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:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 451,227,441 | 299,199,322 | 1,688,325 | 59,836,956 | ||||||||
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, 2025 was ratified based upon the following votes:
| For | Against | Abstain | ||||||
| 762,684,177 | 48,232,475 | 1,035,392 | ||||||
4.Shareholder proposal requesting a shareholder vote regarding excessive golden parachutes. The shareholder proposal was not approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 94,676,898 | 655,943,208 | 1,494,982 | 59,836,956 | ||||||||
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: June 4, 2025
UNITEDHEALTH GROUP INCORPORATED | ||||||||||||||
| By: | /s/ Kuai H. Leong | |||||||||||||
| Kuai H. Leong | ||||||||||||||
| Senior Deputy General Counsel and Deputy Corporate Secretary | ||||||||||||||