UnitedHealth Group (UNH) Proxy filing summary

Executive summary

• Focused on modernizing health care, leveraging intelligent technologies, and enhancing transparency, with nearly $1.5 billion planned AI and cybersecurity investments in 2026 and at least that much in 2027.

• Refreshed nearly half of top 100 leadership roles, exited non-U.S. businesses, and accelerated simplification and modernization initiatives.

• Four strategic priorities for 2026: resurgence of mission and culture, secure deployment of intelligent technologies, modernization of health care, and market-leading transparency.

• Financial performance: $447.6B revenue, $12.1B net earnings, $19.7B cash flow from operations, 12.8% return on equity.

Voting matters and shareholder proposals

• Shareholders to vote on: election of nine directors, advisory approval of executive compensation (Say-on-Pay), ratification of Deloitte & Touche LLP as auditor, and a shareholder proposal to require an independent Board Chair.

• Board recommends voting FOR all nominees, FOR Say-on-Pay, FOR auditor ratification, and AGAINST the independent Chair proposal.

• Shareholder proposal seeks to require any Board Chair to be independent; Board opposes, citing flexibility and current governance structure.

Board of directors and corporate governance

• Board comprises nine nominees, 89% independent, with 44% appointed since 2021 and average independent director tenure down to 5.6 years.

• Board refreshment added expertise in health care, technology, capital markets, and governance.

• Five standing committees: Audit and Finance, Compensation and Human Resources, Governance, Health and Clinical Practice Policies, and Public Responsibility.

• Lead Independent Director role strengthened; F. William McNabb III appointed in August 2025.

• Annual board and committee evaluations, robust shareholder engagement, and proxy access.