UnitedHealth Group (UNH)

Voting Results on Company and Shareholder Proposals

Shareholders overwhelmingly approved the Company’s proposals.

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The two proposals from investor groups were not approved by shareholders. A proposal for an advisory vote on executive compensation (“Say on pay”) received 40% of the vote; a second proposal urging the Board of Directors to adopt performance-vesting shares received 35%.

UnitedHealth Group’s president and chief executive officer, Stephen J. Hemsley, said, “Health care at its core is a social service. We understand and embrace that role and strive to serve people by delivering access to quality, affordable health care that is simple to use. I am strongly confident in our enterprise. We have a company that is positioned as a leader in the U.S. health economy, arguably the largest high growth market in America and one with enormous potential. Over the three to five year horizon, we believe we will leverage our unique business set to increase our market share by providing value to all our constituents, as we work to help people live healthier lives.”

Voting Results on Company’s and Shareholder Proposals

Shareholders also voted overwhelmingly in favor of the Company’s proposals for significant changes to its Articles of Incorporation and Bylaws that increase the Board’s accountability to shareholders. With shareholder votes for each Company proposal in excess of 90 percent, UnitedHealth Group shareholders agreed to the following amendments:

None of the four proposals from various investor groups were approved by shareholders.

Richard T. Burke, chairman of the Board of Directors, said, “Everyone at UnitedHealth Group is gratified by the strong shareholder support for the Company and the solid progress we have achieved in the past year in corporate governance. Today’s voting results, both for our directors and the Company’s proposals, reflect the investment community’s renewed confidence in our executive leadership, our performance and our mission to improve health care. We will continue our dialogue with our shareholders as a critical component of our work to enhance corporate governance and to meet the high standards for business ethics we have set for the Company.”

UnitedHealth Group’s president and chief executive officer, Stephen J. Hemsley, said, “Over the last decade, UnitedHealth Group has built a solid foundation with well-positioned, unique business capabilities. Our strong performance creates significant future growth opportunities in a market that continues to evolve and change at an accelerating pace. In the next decade of our evolution, we will pursue expanding market opportunities created by the evolving health care environment and translate those opportunities into exceptional growth and financial performance for our shareholders. We now expect to build UnitedHealth Group all over again into three distinctive groups – the Individual and Employer Group, Public and Social Markets Group and the Enterprise Services Group. We will leverage the shared core competencies of each of our business groups, driving adaptation and growth by focusing on three distinctly different markets of enormous size.”