This excerpt taken from the UNH DEFA14A filed May 2, 2006.
GOVERNANCE, COMPENSATION CHANGES
Minneapolis (May 1, 2006) The Board of Directors of UnitedHealth Group Incorporated (NYSE: UNH) announced today the adoption of a number of changes to the companys governance and its executive and Board compensation structure. These changes build on compensation reforms the Board began taking in 2002.
While recognizing that the companys exceptional long-term performance has driven unanticipated compensation levels, today the Board:
The Board underscored that the companys general compensation philosophy for all UnitedHealth Group employees will continue to emphasize the relationship between pay and performance and the alignment of employee and shareholder interests through equity-based incentive programs. This approach provides an incentive for all employees of the company to drive innovation and create the highest quality products and services for customers and continue to build value for shareholders.
Gail A. Wilensky, Ph.D., chairperson of the Board committee that oversees governance, said, Todays actions are significant steps in moving the company toward best practices in corporate governance and compensation matters. These actions will continue to ensure that compensation is fully aligned with the interests of our shareholders, and continues to enable us to attract and retain top-performing people.
William C. Ballard, Jr., co-lead director, said, UnitedHealth Groups philosophy has always emphasized performance-based compensation. Over time, however, the companys extraordinary financial performance has driven exceptional equity gains, which have overshadowed the pace of the reform efforts we began in 2002. Todays strong steps continue the companys efforts to achieve the highest standards of disclosure, transparency and corporate governance.
William W. McGuire, M.D., chairman and CEO of UnitedHealth Group said, Todays decisive actions by UnitedHealth Groups Board of Directors are a clear indication of the companys commitment to good corporate governance, exceptional performance and integrity.
As previously announced, in its meeting on April 26, 2006, the Board:
The Board received a briefing from the Special Committee created to review historical stock option grants practices and related issues, and its outside counsel, William R. McLucas of the law firm of Wilmer Cutler Pickering Hale & Dorr. Mr. McLucas, the former Director of Enforcement of the Securities and Exchange Commission, was retained by the Committee in early April. The Committee reiterated that Mr. McLucas and his team have been given full authority and access to conduct a comprehensive review with no restrictions. The Committee reported that the review will move forward promptly, but it believes shareholders will understand the need for thoroughness as well as timeliness.
About UnitedHealth Group
UnitedHealth Group (www.unitedhealthgroup.com ) is a diversified health and well-being company dedicated to making health care work better. Headquartered in Minneapolis, Minn., UnitedHealth Group offers a broad spectrum of products and services through six operating businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise, Specialized Care Services and Ingenix. Through its family of businesses, UnitedHealth Group serves approximately 70 million individuals nationwide.