Unitedhealth Group Inc

1. 1

   Elect the nine nominees to UnitedHealth Group’s Board of Directors

   ManagementBoard: FOR

   Election of nine director nominees to serve until the next annual meeting.

2. 2

   Advisory approval of the Company’s executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

3. 3

   Ratification of Deloitte & Touche LLP as independent registered public accounting firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.

4. 4

   Adoption of a Policy to Require Any Board Chair to Be Independent (Shareholder Proposal

   Shareholder — The Accountability BoardBoard: AGAINST

   Shareholder proposal requesting the Board adopt a policy and amend the bylaws to require any Board Chair to be an independent director.

   More detail

   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.

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When is the Unitedhealth Group Inc 2026 annual meeting?

Unitedhealth Group Inc (UNH) holds its 2026 annual shareholder meeting on Monday, June 1, 2026.

What is the record date for the Unitedhealth Group Inc 2026 meeting?

The record date for the Unitedhealth Group Inc 2026 meeting is Thursday, April 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Unitedhealth Group Inc's 2026 meeting?

The board is presenting 9 director nominees at the Unitedhealth Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Unitedhealth Group Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Unitedhealth Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.