UnitedHealth Group Incorporated | Director election resignation bylaw 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
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
RESOLVED: That the shareholders of UnitedHealth Group Inc. (“Company”) hereby
request that the board of directors take the necessary action to adopt a director
election resignation bylaw that requires each director nominee to submit an
irrevocable conditional resignation to the Company to be effective upon the
director’s failure to receive the required shareholder majority vote support in an
uncontested election. The proposed resignation bylaw shall require the Board to
accept a tendered resignation absent the finding of a compelling reason or reasons
to not accept the resignation. Further, if the Board does not accept a tendered
resignation and the director remains as a “holdover” director, the resignation bylaw
shall stipulate that should a “holdover” director fail to be re-elected at the next
annual election of directors, that director’s new tendered resignation will be
automatically effective 30 days after the certification of the election vote. The
Board shall report the reasons for its actions to accept or reject a tendered
resignation in a Form 8-K filing with the U.S. Securities and Exchange
Commission.
Supporting statement
Filed by the New York City Carpenters Pension Fund.

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