Send us Feedback

UnitedHealth Group (UNH)
Analysis
SUMMARY
BULLS
BEARS
TOPICS
Data
DATA CENTRAL
STOCK CHART
Financials
SEC FILINGS
BALANCE
INCOME
CASH FLOW

UNH » Topics » Relationships That Are Not Material

This excerpt taken from the UNH DEF 14A filed Apr 23, 2009.

Relationships That Are Not Material

A director generally will not be deemed to have a material relationship with the Company and will be considered independent, if any of the following, when viewed singularly, apply:

 

  •  

A transaction in which the director’s interest arises solely from the director’s position as a director or advisory director (or similar position) of another corporation or organization that is a party to the transaction, and the director did not participate in furtherance or approval of the transaction and the transaction was negotiated on an arms length basis;

 

  •  

A transaction in which the director’s interest arises solely from the director’s ownership of an equity or limited partnership interest in the other party to the transaction, so long as the aggregate ownership of all directors, director nominees, executive officers and 5% shareholders of the Company (together with their immediate family members) does not exceed 5% of the equity or partnership interests in that other party;

 

  •  

A relationship arising solely from the director’s status as an employee or non-controlling equity owner of a company to which the Company was indebted at the end of the Company’s last full fiscal year in an aggregate amount not in excess of 5% of the Company’s total consolidated assets;

 

  •  

The director, or an organization of which the director is an executive officer or in a similar position, purchasing health care services from the Company on terms no more favorable to the director or such organization than those customarily offered to similarly-situated persons who are not directors or executive officers of the Company;

 

A-2

Table of Contents
  •  

Ownership by the director of equity or other securities of the Company, as long as the director is not the beneficial owner, directly or indirectly, of more than 10% of any class of the Company’s equity securities;

 

  •  

The receipt by the director of compensation for service as a member of the Board of Directors or any committee thereof, including regular benefits received by other outside directors;

 

  •  

Any other relationship or transaction that is not listed above and in which the amount involved does not exceed $50,000;

 

  •  

Any immediate family member of the director having any of the above relationships; and

 

  •  

Any relationship between the Company and a non-immediate family member of the director.

This excerpt taken from the UNH DEF 14A filed Apr 7, 2006.

Relationships That Are Not Material

The relationships set forth below shall be deemed not to be material relationships for purposes of the NYSE Standards. The fact that a particular relationship does not fall within any of the following categories shall not create a presumption that the relationship is a material relationship.

 

  •   The Company or an executive officer of the Company making payments to a charitable organization of which the director is currently a director, trustee or executive officer, if such payments did not exceed the greater of $1 million or 2% of the charity’s consolidated gross revenues, in any of the past three fiscal years.

 

B-1

Table of Contents
  •   A transaction in which the director’s interest arises solely from the director’s position as a director or advisory director (or similar position) of another corporation or organization that is a party to the transaction.

 

  •   A transaction in which the director’s interest results solely from the director’s ownership of an equity or limited partnership interest in the other party to the transaction, so long as the aggregate ownership of all directors, director nominees, executive officers and 5% shareholders of the Company (together with their immediate family members) does not exceed 10% of the equity or partnership interests in that other party.

 

  •   A relationship in which the director’s interest results solely from the director’s status as an executive officer or 10% or greater owner of a company that has made payments to, or received payments from, the Company in an amount that is not in excess of the greater of $1 million or 2% of the other entity’s consolidated gross revenues in any of the past three fiscal years.

 

  •   A relationship arising solely from the director’s status as an executive officer or 10% or greater owner of a business or professional entity to which the Company was indebted at the end of the Company’s last full fiscal year in an aggregate amount not in excess of 5% of the Company’s total consolidated assets.

 

  •   A director being an executive officer or a partner of a business or professional entity to which the Company’s executive officers in the aggregate made during the Company’s last fiscal year, or propose to make in its current fiscal year, payments not in excess of the greater of $1 million or 2% of the consolidated gross revenues of such business or professional entity.

 

  •   The director or an organization of which the director is an executive officer or in a similar position purchasing health care services from the Company on terms no more favorable to the director or such organization than those customarily offered to similarly-situated persons who are not directors or executive officers of the Company.

 

  •   Ownership by the director of equity or other securities of the Company, as long as the director is not the beneficial owner, directly or indirectly, of more than 10% of any class of the Company’s equity securities.

 

  •   The receipt by the director of compensation for service as a member of the Board of Directors or any committee thereof, including regular benefits received by other outside directors.

 

  •   Any other relationship or transaction that is not listed above and in which the amount involved does not exceed $60,000.

 

  •   Any immediate family member of the director having any of the above relationships.

 

  •   Any relationship between the Company and a non-immediate family member of the director.

 

B-2

Table of Contents

 

This excerpt taken from the UNH DEF 14A filed Apr 7, 2005.

Relationships That Are Not Material

 

The relationships set forth below shall be deemed not to be material relationships for purposes of the NYSE Standards. The fact that a particular relationship does not fall within any of the following categories shall not create a presumption that the relationship is a material relationship.

 

  •   The Company or an executive officer of the Company making payments to a charitable organization of which the director is currently a director, trustee or executive officer, if such payments did not exceed the greater of $1 million or 2% of the charity’s consolidated gross revenues, in any of the past three fiscal years.

 

B-1

Table of Contents
  •   A transaction in which the director’s interest arises solely from the director’s position as a director or advisory director (or similar position) of another corporation or organization that is a party to the transaction.

 

  •   A transaction in which the director’s interest results solely from the director’s ownership of an equity or limited partnership interest in the other party to the transaction, so long as the aggregate ownership of all directors, director nominees, executive officers and 5% shareholders of the Company (together with their immediate family members) does not exceed 10% of the equity or partnership interests in that other party.

 

  •   A relationship in which the director’s interest results solely from the director’s status as an executive officer or 10% or greater owner of a company that has made payments to, or received payments from, the Company in an amount that is not in excess of the greater of $1 million or 2% of the other entity’s consolidated gross revenues in any of the past three fiscal years.

 

  •   A relationship arising solely from the director’s status as an executive officer or 10% or greater owner of a business or professional entity to which the Company was indebted at the end of the Company’s last full fiscal year in an aggregate amount not in excess of 5% of the Company’s total consolidated assets.

 

  •   A director being an executive officer or a partner of a business or professional entity to which the Company’s executive officers in the aggregate made during the Company’s last fiscal year, or propose to make in its current fiscal year, payments not in excess of the greater of $1 million or 2% of the consolidated gross revenues of such business or professional entity.

 

  •   The director or an organization of which the director is an executive officer or in a similar position purchasing health care services from the Company on terms no more favorable to the director or such organization than those customarily offered to similarly-situated persons who are not directors or executive officers of the Company.

 

  •   Ownership by the director of equity or other securities of the Company, as long as the director is not the beneficial owner, directly or indirectly, of more than 10% of any class of the Company’s equity securities.

 

  •   The receipt by the director of compensation for service as a member of the Board of Directors or any committee thereof, including regular benefits received by other outside directors.

 

  •   Any other relationship or transaction that is not listed above and in which the amount involved does not exceed $60,000.

 

  •   Any immediate family member of the director having any of the above relationships.

 

  •   Any relationship between the Company and a non-immediate family member of the director.

 

B-2

Table of Contents

 

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 23, 2009
DEF 14A
Apr 7, 2006
DEF 14A
Apr 7, 2005

RELATED TOPICS for UNH:

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki