Submission of Matters to a Vote of Security Holders.
On June 7, 2021, the Company held its 2021 Annual Meeting of Shareholders (the 'Annual Meeting'). There were 853,588,552 shares of common stock represented at the Annual Meeting. The shareholders of the Company voted as follows on the following matters at the Annual Meeting:
1.Election of Directors. The nine directors were elected at the Annual Meeting for a one-year term based upon the following votes:
|
Broker
|
Director Nominee
|
For
|
Against
|
Abstain
|
Non-Votes
|
Richard T. Burke
|
741,104,735
|
51,492,621
|
2,105,782
|
58,885,414
|
Timothy P. Flynn
|
772,729,306
|
21,134,983
|
838,849
|
58,885,414
|
Stephen J. Hemsley
|
757,316,165
|
35,866,105
|
1,520,868
|
58,885,414
|
Michele J. Hooper
|
727,650,076
|
65,637,421
|
1,415,641
|
58,885,414
|
F. William McNabb III
|
785,681,646
|
8,222,628
|
798,864
|
58,885,414
|
Valerie C. Montgomery Rice, M.D.
|
790,962,523
|
2,951,988
|
788,627
|
58,885,414
|
John H. Noseworthy, M.D.
|
784,272,474
|
9,624,501
|
806,163
|
58,885,414
|
Gail R. Wilensky, Ph.D.
|
691,736,523
|
102,256,450
|
710,165
|
58,885,414
|
Andrew Witty
|
782,173,560
|
11,760,091
|
769,487
|
58,885,414
|
2.Non-binding advisory vote on executive compensation.The Company's executive compensation was approved by a non-binding advisory vote based upon the following votes:
|
Broker
|
For
|
Against
|
Abstain
|
Non-Votes
|
576,650,397
|
216,663,550
|
1,389,191
|
58,885,414
|
3.Ratification of the appointment of Deloitte & Touche LLP.The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021 was ratified based upon the following votes:
|
|
For
|
Against
|
Abstain
|
840,536,178
|
12,272,982
|
779,392
|
4.Approval of an amendment to the UnitedHealth Group 1993 Employee Stock Purchase Plan.The amendment to the UnitedHealth Group 1993 Employee Stock Purchase Plan was approved based upon the following votes:
|
Broker
|
For
|
Against
|
Abstain
|
Non-Votes
|
791,122,257
|
2,295,578
|
1,285,303
|
58,885,414
|
5.Shareholder proposal to reduce the share ownership threshold for calling a special meeting of shareholders.The shareholder proposal was not approved based upon the following votes:
|
Broker
|
For
|
Against
|
Abstain
|
Non-Votes
|
314,743,905
|
478,206,371
|
1,752,862
|
58,885,414
|