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UNH » Topics » Proposed Amendment to Articles of Incorporation to Eliminate Supermajority Provisions Relating to Certain Business Combinations

This excerpt taken from the UNH DEF 14A filed Apr 30, 2007.

Proposed Amendment to Articles of Incorporation to Eliminate Supermajority Provisions Relating to Certain Business Combinations

Current Standard

Our Articles of Incorporation provide that the affirmative vote of the holders of not less than 662/3% of the outstanding shares of our common stock is required to approve certain transactions with a person or entity that beneficially owns 20% or more of our outstanding common stock, unless the 20% beneficial ownership or the transaction has been approved by 662/3% of our continuing directors. We refer to such a person or entity as a “related person” in this proposal. Under our current Articles of Incorporation, the following transactions with related persons require supermajority shareholder approval:

 

  •  

certain mergers or consolidations of the Company or a subsidiary of the Company with or into a related person or the merger or consolidation of a related person with or into the Company or a subsidiary of the Company;

 

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certain sales, leases, exchanges, transfers or other dispositions of all or substantially all the Company’s or a subsidiary’s assets to a related person or the acquisition through purchase, lease, exchange, transfer or other disposition, of all or a substantial portion of the assets of a related person by the Company or a subsidiary;

 

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the issuance of any securities of the Company or a subsidiary to a related person;

 

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the reclassification of Company securities, or the recapitalization or other transaction that would have the effect of increasing the voting power of the related person; or

 

  •  

any agreement, contract or other arrangement providing for any of the transactions described above.

Description of Amendment Generally

The Board of Directors recommends shareholder approval of a proposal to amend the Company’s Articles of Incorporation that would eliminate the supermajority requirement for approval of transactions with related persons.

Background

The supermajority provision relating to business combinations with related persons has been viewed as benefiting shareholders by encouraging persons considering unsolicited tender offers, or other unilateral takeover actions, to negotiate with the Board of Directors before becoming 20% shareholders rather than pursue non-negotiated takeover attempts. While our Board of Directors believes this is an important benefit, the Board recognizes that the Company’s current market capitalization and status as a regulated entity makes the Company an unlikely target of an unsolicited takeover attempt.

 

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Table of Contents

Amendment of Articles of Incorporation

If the Amendment is approved, Article 5 of our current Articles of Incorporation would be deleted. 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.

Vote Required

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

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