UnitedHealth Group (UNH)

Proposed Amendment to Articles of Incorporation and Bylaws to Eliminate Supermajority Provisions for the Removal of Directors

Current Standards

Our Articles of Incorporation and Bylaws currently provide that no director may be removed from office without the affirmative vote of the holders of not less than 66²/₃% of the outstanding shares of our common stock or the affirmative vote of 66²/₃% of our directors.

Description of Amendment Generally

The Board of Directors recommends shareholder approval of a proposal to amend the Company’s Articles of Incorporation and Bylaws to eliminate the supermajority requirement for the removal of directors.

Background

The supermajority provision relating to the removal of directors may have the effect of promoting continuity and stability in the management of the business and affairs of the Company and encouraging persons considering unsolicited tender offers, or other unilateral takeover actions, to negotiate with the Board of Directors rather than pursue non-negotiated takeover attempts. While our Board of Directors believes this is an important benefit, the Board also believes that removal of the supermajority provision would increase the Board’s accountability to shareholders.

Amendment of Articles of Incorporation

If the Amendment is approved, Articles 4(b) and (c) would be deleted from the Articles of Incorporation. The proposed amendment is reflected in the marked copy of the proposed form of Restated Articles of Incorporation attached to this proxy statement as Appendix A.

Amendment of Bylaws

If the Amendment is approved, Section 3.13 of the Bylaws would be amended to provide that directors may be removed from office in accordance with Minnesota law. The amendment is reflected in the marked copy of the Bylaws attached to this proxy statement as Appendix B.

Effectiveness

If the removal proposal is approved by shareholders, then, effective after the filing of our Restated Articles of Incorporation described above, Minnesota law would provide that directors may be removed, with or without cause, by a vote of a majority of the voting power of all shares entitled to vote in an election of directors.

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Vote Required

This proposal must be approved by holders of 66²/₃% of the outstanding shares of our common stock.