This excerpt taken from the UNH DEF 14A filed Apr 30, 2007.
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:
Description of Amendment Generally
The Board of Directors recommends shareholder approval of a proposal to amend the Companys Articles of Incorporation that would eliminate the supermajority requirement for approval of transactions with related persons.
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 Companys current market capitalization and status as a regulated entity makes the Company an unlikely target of an unsolicited takeover attempt.
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.
This proposal must be approved by holders of 662/3% of the outstanding shares of our common stock.