UnitedHealth Group Incorporated | Shareholder approval of director compensation at UnitedHealth Group Incorporated

Status
Omitted
AGM date
Previous AGM date
Resolution details
Company ticker
UNH
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Remuneration or pay
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
"RESOLVED: UnitedHealth shareholders seek an independent Board of Directors, one that has as its sole objective
representing shareholders without conflict of interest. One interest pertains to compensation and how
UnitedHealth compensates directors for board service. Shareholders seek the authority to approve
compensation that directors receive from UnitedHealth."
Supporting statement
"SUPPORTING STATEMENT: Shareholders want and need authority over how and how much UnitedHealth compensates directors. If
shareholders approve compensation, then directors have the greatest incentive to work in the sole interest
of shareholders. Currently, directors design and approve compensation with no approval from
shareholders. Directors receive whatever compensation they desire. This bylaw amendment corrects this
problem.
The bylaw amendment provides for a shareholder vote on director compensation. Directors can continue
to design and propose compensation structure and amount, including the mix and amount of cash and
equity. Shareholders will have final approval over whether directors receive what directors propose.
Shareholders will vote on director compensation as disclosed in the proxy statement for a shareholder
meeting before the fiscal year in which directors receive that compensation. Stock owned by directors will
not count in the vote, so the vote result represents the independent views of shareholders.
We urge shareholders to approve this bylaw amendment and assume proper authority over the
compensation of directors who represent us.

Filed by John Chevedden."

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