This excerpt taken from the UNH 8-K filed Oct 16, 2006.
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
The information set forth in Item 8.01 below and Exhibit 99.1 filed herewith is incorporated herein by reference.
(b) On October 15 2006, Dr. William M. McGuire resigned as Chairman and a director, and William G. Spears resigned as a director, of UnitedHealth Group Incorporated (the Company). Dr. McGuire also announced his intent to leave the Company on or before December 1, 2006. Between now and his departure, Dr. McGuire will continue as Chief Executive Officer and will assist in an orderly transition to new leadership. Stephen J. Hemsley, the Companys President and Chief Operating Officer, was elected by the Board to become Chief Executive Officer upon Dr. McGuires departure. The Company will file an amendment to this 8-K to disclose the date on which Mr. Hemsley becomes Chief Executive Officer when known, as well as other information required by Item 5.02.
On October 15, 2006, the Company announced that the Independent Committee of the Companys Board of Directors and its independent counsel completed their review of the Companys stock option practices and reported the reviews findings to the Companys non-management directors (the Report). In accepting the Report the Company also announced a series of actions and decisions, including (i) the matters described in Item 5.02(b) hereof, and (ii) the creation of the position of non-executive Chairman of the Board and the election of Richard T. Burke to fill that position effective immediately.
A copy of the press release issued by the Company with respect to these matters, which attaches a copy of the Report, is attached hereto as Exhibit 99.1 and incorporated herein by reference.