Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 2, 2009

 

 

UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Minnesota   1-10864   41-1321939

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

UnitedHealth Group Center, 9900 Bren Road East,

Minnetonka, Minnesota

  55343
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (952) 936-1300

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

At the close of business on April 3, 2009, the record date for the Annual Meeting of Shareholders, there were 1,181,338,477 shares of common stock of UnitedHealth Group Incorporated (the “Company”) outstanding and entitled to vote. At the Annual Meeting, holders of 1,046,032,576 shares of Company common stock were represented in person or by proxy. The shareholders of the Company voted on the following matters at the Annual Meeting:

1. Election of Directors. Nine directors were elected at the Annual Meeting as follows:

 

Director Nominee

   For    Against    Abstain

William C. Ballard, Jr.

   949,227,709    95,518,667    1,286,200

Richard T. Burke

   982,938,049    61,874,032    1,220,495

Robert J. Darretta

   1,033,604,590    10,974,595    1,453,391

Stephen J. Hemsley

   1,004,034,941    40,771,690    1,225,945

Michele J. Hooper

   1,003,508,277    41,082,107    1,442,192

Douglas W. Leatherdale

   953,524,943    91,160,545    1,347,088

Glenn M. Renwick

   1,018,601,779    25,947,419    1,483,378

Kenneth I. Shine, M.D.

   1,031,701,140    12,968,671    1,362,765

Gail R. Wilensky, Ph.D.

   939,787,473    104,928,554    1,316,549

2. 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, 2009 was ratified as follows:

 

For    Against    Abstain
994,119,164    50,329,505    1,583,907

3. Shareholder Proposal. The shareholder proposal concerning an advisory vote on executive compensation was not approved as follows:

 

For    Against    Abstain    Broker
Non-Vote
371,633,351    541,671,219    51,301,571    81,426,435

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit

  

Description

99.1

   Press Release dated June 2, 2009

 

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 2, 2009

 

UNITEDHEALTH GROUP INCORPORATED
By:  

/s/ Dannette L. Smith

  Dannette L. Smith
  Senior Vice President, Deputy General Counsel and Secretary to the Board of Directors

 

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Exhibit Index

 

Exhibit

  

Description

99.1

   Press Release dated June 2, 2009

 

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