Current Report Filing (8-k)

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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 1, 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: [phone]

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. ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 1, 2020, the Company held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). There were 858,752,336 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 ten directors were elected at the Annual Meeting for a one-year term based upon the following votes:

												Broker
Director Nominee			For			Against			Abstain			Non-Votes
Richard T. Burke			750,121,563			39,958,052			576,354			68,096,367
Timothy P. Flynn			779,801,830			10,268,623			585,516			68,096,367
Stephen J. Hemsley			763,155,840			26,250,809			1,249,320			68,096,367
Michele J. Hooper			755,503,255			34,589,863			562,851			68,096,367
F. William McNabb III			788,651,902			1,437,628			566,439			68,096,367
Valerie C. Montgomery Rice, M.D.			789,206,142			933,055			516,772			68,096,367
John H. Noseworthy, M.D.			788,121,169			1,678,362			856,438			68,096,367
Glenn M. Renwick			772,275,192			17,799,585			581,192			68,096,367
David S. Wichmann			779,309,558			10,836,399			510,012			68,096,367
Gail R. Wilensky, Ph.D.			765,408,064			24,720,914			526,991			68,096,367

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:

									Broker
For			Against			Abstain			Non-Votes
760,373,598			28,875,557			1,406,814			68,096,367

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, 2020 was ratified based upon the following votes:

For			Against			Abstain
843,836,473			14,211,765			704,098

4.Approval of UnitedHealth Group 2020 Stock Incentive Plan. The UnitedHealth Group 2020 Stock Incentive Plan was approved based upon the following votes:

									Broker
For			Against			Abstain			Non-Votes
736,085,924			53,752,711			817,334			68,096,367

5.Shareholder proposal regarding non-binding shareholder vote on bylaw amendments. The shareholder proposal was not approved based upon the following votes:

									Broker
For			Against			Abstain			Non-Votes
17,375,271			767,171,852			6,108,846			68,096,367

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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.

UNITEDHEALTH GROUP INCORPORATED

By:

/s/ Dannette L. Smith

Dannette L. Smith

Secretary to the Board of Directors

Date: June 5, 2020