This excerpt taken from the UNH 8-K filed Mar 6, 2007.
UnitedHealth Group also reported it has fully remediated its previously reported material weakness in internal control as of December 31, 2005 related to stock option plan administration and accounting for and disclosure of stock option grants. Mike Mikan, UnitedHealth Group chief financial officer said, We are pleased to have resolved the financial reporting and control-related issues stemming solely from historic stock options programs. We have used this process to create a stronger enterprise in all aspects of administration, including our governance, control environment and commitment to modern corporate social responsibility.
UnitedHealth Group will resume its previously suspended regular share repurchase program. As of December 31, 2006, the Company had more than $1.9 billion in available cash on hand and existing Board authorization to repurchase up to 137 million shares. There were 1.345 billion shares outstanding on December 31, 2006.
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This excerpt taken from the UNH DEF 14A filed Apr 7, 2006.
In light of recent focus by the Securities and Exchange Commission and others on stock option grant practices by publicly traded companies, the Companys Chairman and Chief Executive Officer recommended that the Board of Directors appoint a Committee comprised of independent directors to retain and work with outside counsel to review the Companys current and historic stock option grant practices. The Board of Directors accepted this recommendation and formed a Committee of independent directors. The Committee has engaged independent counsel to assist in its review. In response to a call from the staff of the Securities and Exchange Commission, the Company has advised the staff of the appointment of the Committee and counsel.
On March 29, 2006, a derivative action relating to the issues being reviewed by the Committee was filed in the United States District Court for the District of Minnesota naming as defendants all directors other than Donna Shalala, as well as the Company as a nominal defendant.
This excerpt taken from the UNH DEF 14A filed Apr 7, 2005.
In accordance with the requirements of advance notice described in our bylaws, no shareholder proposals other than those included in this proxy statement will be presented at the 2005 Annual Meeting. We know of no other matters that may come before the Annual Meeting. However, if any matters calling for a vote of the shareholders, other than those referred to in this proxy statement, should properly come before the meeting, the persons named in the enclosed proxy will vote such proxy according to their individual judgment.
BY ORDER OF THE BOARD OF DIRECTORS,
David J. Lubben
Dated: April 7, 2005