Independent
Tenure on this board
2.6 yrs
9 nominees · 4 ballot items.
Elect nine directors; Advisory (Say-on-Pay) vote to approve executive compensation; Ratify Deloitte as independent auditor; Consider shareholder proposal to require an independent Board Chair (board recommends against).
Election of nine director nominees to serve until the next annual meeting.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Shareholder proposal requesting the Board adopt a policy and amend the bylaws to require any Board Chair to be an independent director.
The shareholder proposal, submitted by The Accountability Board, requests that UnitedHealth adopt a bylaw requiring the Board Chair to be an independent director. The proponent argues that recent governance failures — including the 2024 cyberattack, federal probes, and a plunge in market value — demonstrate the need for stronger independent oversight, and criticizes the Board’s decision to combine the CEO and Chair roles by appointing Stephen Hemsley as CEO and retaining him as Chair. The proponent’s case emphasizes restoring trust, accountability and checks and balances by separating the Chair and CEO roles. Management strongly opposes the proposal, asserting it is unnecessary and could limit Board flexibility to respond to extraordinary circumstances; it highlights existing governance mechanisms that provide independent oversight, such as the Lead Independent Director role, independent committees, annual evaluations and a recent board refresh. The Board argues Mr. Hemsley’s appointment as Chair/CEO is temporary and tailored to current challenges and that a rigid bylaw constraint is not in shareholders’ best interests. The dispute centers on trade-offs between fixed governance rules to ensure independence versus board discretion to respond to context-specific needs; evaluating the proposal requires consideration of UnitedHealth’s recent performance, regulatory exposure, board refreshment, and the effectiveness of its lead independent director and committee oversight.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.48% | 58,870,777 | $15.9B |
| 2 | STATE STREET CORP | 4.99% | 45,332,186 | $12.3B |
| 3 | Capital World Investors | 3.06% | 27,783,415 | $7.5B |
| 4 | BlackRock, Inc. | 3.01% | 27,341,113 | $7.4B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.65% | 24,036,504 | $6.5B |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.29% | 20,817,625 | $5.6B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.19% | 19,851,614 | $5.4B |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.15% | 19,566,972 | $5.3B |
| 9 | BlackRock, Inc. | 2.07% | 18,793,982 | $5.1B |
| 10 | Capital Research Global Investors | 1.88% | 17,112,218 | $4.6B |
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