Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant    ☒

Filed by a Party other than the registrant    ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

UnitedHealth Group Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange

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UnitedHealth Group Incorporated Supplemental Proxy Materials

For the Annual Meeting of Shareholders on June 6, 2022

May 27, 2022

UnitedHealth Group, a Delaware corporation (“UHG” or the “Company”), will hold its 2022 Annual Meeting of Shareholders on June 6, 2022. The Company has been engaged with shareholders regarding shareholder Proposal 4 relating to shareholder ratification of termination pay, and it has come to the Company’s attention there may be some confusion regarding the Company’s position. Accordingly, UHG confirms it has not and will not pay cash severance to executive officers in excess of 2.99 times annual salary and bonus.