UnitedHealth Group Files Proxy Materials

TL;DR

UNH filed its proxy statement, get ready to vote.

AI Summary

UnitedHealth Group Inc. filed a Definitive Additional Materials proxy statement on May 20, 2025. This filing is related to the company's annual meeting and proxy materials, as indicated by the DEFA14A form type. The company is headquartered in Eden Prairie, MN, and operates in the Hospital & Medical Service Plans industry.

Why It Matters

This filing is a standard procedural document for public companies, providing shareholders with information necessary to vote on corporate matters at the annual meeting.

Risk Assessment

Risk Level: low — This is a routine proxy filing, not indicating any unusual financial or operational risks.

Key Players & Entities

• UNITEDHEALTH GROUP INC (company) — Registrant
• 0000731766-25-000148 (filing_id) — Accession Number
• 20250520 (date) — Filing Date
• Eden Prairie, MN (location) — Company Headquarters

FAQ

From the Filing

0000731766-25-000148.txt : 20250520 0000731766-25-000148.hdr.sgml : 20250520 20250520060110 ACCESSION NUMBER: 0000731766-25-000148 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250520 DATE AS OF CHANGE: 20250520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITEDHEALTH GROUP INC CENTRAL INDEX KEY: 0000731766 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] ORGANIZATION NAME: 02 Finance EIN: 411321939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10864 FILM NUMBER: 25966055 BUSINESS ADDRESS: STREET 1: 1 HEALTH DRIVE CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 1-800-328-5979 MAIL ADDRESS: STREET 1: 1 HEALTH DRIVE CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: UNITED HEALTHCARE CORP/ DATE OF NAME CHANGE: 20000309 FORMER COMPANY: FORMER CONFORMED NAME: UNITED HEALTHCARE CORP DATE OF NAME CHANGE: 19920703 DEFA14A 1 unh2025defa14a.htm DEFA14A Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant      ☒ Filed by a party other than the Registrant    ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 UnitedHealth Group Incorporated (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 UnitedHealth Group Incorporated Supplemental Proxy Materials For the Annual Meeting of Shareholders on June 2, 2025 May 20, 2025 Dear Fellow UnitedHealth Group Shareholders: By now you should have received UnitedHealth Group’s (UHG) Proxy Statement (available at www.unitedhealthgroup.com ), along with the proxy card or notice of Internet availability of proxy materials. The UHG virtual annual meeting of shareholders occurs on June 2, 2025. We have asked for your support of the Board of Director’s (Board) recommendations on the proposals to be voted on at the meeting. In this letter, we specifically focus on the proposal regarding the company’s executive compensation approach (Say on Pay proposal), given the recent reversal of a recommendation on that proposal by Institutional Shareholder Services (ISS). ISS initially recommended shareholders support our Say on Pay proposal in its May 11, 2025, Proxy Analysis. Following the announcement of the appointment of incoming CEO Steve Hemsley, as disclosed in our Form 8-K filed on May 13, 2025, ISS issued a Proxy Alert reversing its recommendation to “Against” the Say on Pay proposal. ISS’s stated rationale for its reversal relates to the award of stock options to Mr. Hemsley covering substantially all of his total compensation for his first three years. We want to assure you and all shareholders of the strong alignment of Mr. Hemsley’s compensation package with the interests of all shareholders and the careful consideration of Mr. Hemsley’s award by the company’s Board and Compensation and Human Resources Committee (Compensation Committee). Accordingly, we seek your support “For” the Company’s Say on Pay Proposal. Mr. Hemsley’s compensation package reflects full oversight and deliberation undertaken by the Board and the Compensation Committee. The processes for determining Mr. Hemsley’s compensation packag