UnitedHealth Group (UNH) Proxy Filing summary

Executive summary

• Focused on advancing a modern, high-performing health system through value-based care, technology, and consumer-centered offerings.

• Five strategic growth priorities: value-based care, health benefits, pharmacy services, health technology, and health financial services.

• 2024 revenues reached $400.3 billion, with adjusted EPS of $27.66; total shareholder return was 83% over five years.

• 2024 results impacted by South American transactions, cyberattack, CMS Medicare funding reductions, and Medicaid redeterminations.

• Recognized for leadership in innovation, community engagement, and workplace inclusion.

Voting matters and shareholder proposals

• Proposal 1: Elect ten director nominees.

• Proposal 2: Advisory vote to approve executive compensation (Say-on-Pay).

• Proposal 3: Ratify Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 4: Shareholder proposal requesting a vote on excessive golden parachutes; Board recommends AGAINST.

• Board recommends FOR Proposals 1-3 and AGAINST Proposal 4.

Board of directors and corporate governance

• Ten director nominees, 80% independent, with diverse backgrounds in health care, finance, technology, and governance.

• Board refreshment: four directors appointed since 2020.

• Separate CEO and Chair roles; Lead Independent Director in place.

• Annual board and committee evaluations, robust succession planning, and active shareholder engagement.

• Proxy access for shareholders holding at least 3% for three years.

• No dual-class shares, poison pill, or supermajority requirements; one share, one vote.