Document


 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
—————————————
FORM 8-K
—————————————
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 5, 2017
—————————————
UNITEDHEALTH GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
—————————————
Delaware
 
1-10864
 
41-1321939
(State or other jurisdiction of incorporation)

 
(Commission File Number)

 
(I.R.S. Employer Identification No.)

UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota
55343
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (952) 936-1300
N/A
(Former name or former address, if changed since last report.)
—————————————
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[ ] Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
 
 
 
 
 





Item 5.07.    Submission of Matters to a Vote of Security Holders.
On June 5, 2017, the Company held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”). There were 871,992,506 shares of common stock represented either in person or by proxy at the Annual Meeting. The shareholders of the Company voted as follows on the following matters at the Annual Meeting:
1.
Election of Directors. The nine directors were elected at the Annual Meeting for a one-year term based upon the following votes:
Director Nominee
For
Against
Abstain
Broker
Non-Votes
William C. Ballard, Jr.
755,700,150
44,294,423
1,783,744
 70,214,189
Richard T. Burke
758,028,204
41,917,911
1,832,202
70,214,189
Timothy P. Flynn
796,664,914
4,396,310
717,093
70,214,189
Stephen J. Hemsley
798,169,103
3,034,115
575,099
70,214,189
Michele J. Hooper
771,107,660
30,069,484
601,173
70,214,189
Rodger A. Lawson
797,132,470
3,949,904
695,943
70,214,189
Glenn M. Renwick
743,714,601
57,376,223
687,493
70,214,189
Kenneth I. Shine, M.D.
799,085,372
2,053,796
639,149
70,214,189
Gail R. Wilensky, Ph.D.
753,616,122
46,432,899
1,729,296
70,214,189
2.
Non-binding advisory vote on executive compensation. The Company’s executive compensation was approved by a non-binding advisory vote based upon the following votes:
For
Against
Abstain
Broker
Non-Votes
769,751,053
27,316,158
4,711,106
70,214,189
3.
Non-binding advisory vote regarding the frequency of holding future Say-on-Pay votes. The Company's shareholders voted by a non-binding advisory vote to hold future advisory votes on executive compensation on an annual basis based upon the following votes:
    
1 Year
2 Years
3 Years
Abstain
730,551,684
1,049,974
69,384,599
792,060
4.
Ratification of the appointment of Deloitte & Touche LLP. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2017 was ratified based upon the following votes:
    
For
Against
Abstain
860,917,480
9,816,412
1,258,614
5.
Shareholder proposal regarding lobbying disclosure. The shareholder proposal was not approved based upon the following votes:
For
Against
Abstain
Broker
Non-Votes
199,994,300
597,004,946
4,779,071
70,214,189
After considering the shareholders' advisory vote results, the Company has determined that it will continue to hold a Say-on-Pay vote annually.




Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 9, 2017                 
 
 
 
UNITEDHEALTH GROUP INCORPORATED
 
 
 
By:
/s/ Dannette L. Smith
 
 
 
 
Dannette L. Smith
 
 
 
 
Secretary to the Board of Directors