8-K 6.3.2013


 
 
 
 
 

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 3, 2013
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UNITEDHEALTH GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
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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.)
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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 5.07.
Submission of Matters to a Vote of Security Holders.
On June 3, 2013, UnitedHealth Group Incorporated (the “Company”) held its annual meeting of shareholders. There were 881,265,144 shares of common stock represented either in person or by proxy at this meeting. The shareholders of the Company voted as follows on the following matters at the annual meeting:
1.
Election of Directors. The eleven directors were elected at the annual meeting for a one-year term based upon the following votes:
Director Nominee
For
Against
Abstain
Broker
Non-Votes
William C. Ballard, Jr.
745,673,077
60,665,968
8,654,491
66,271,608
Edson Bueno, M.D.
803,194,644
9,853,144
1,945,748
66,271,608
Richard T. Burke
742,946,964
63,363,411
8,683,161
66,271,608
Robert J. Darretta
808,233,976
2,880,549
3,879,011
66,271,608
Stephen J. Hemsley
801,623,882
11,516,795
1,852,859
66,271,608
Michele J. Hooper
808,126,523
3,095,663
3,771,350
66,271,608
Rodger A. Lawson
810,120,650
2,903,197
1,969,689
66,271,608
Douglas W. Leatherdale
740,675,670
65,653,972
8,663,894
66,271,608
Glenn M. Renwick
792,885,002
18,227,812
3,880,722
66,271,608
Kenneth I. Shine, M.D.
805,128,600
6,063,182
3,801,754
66,271,608
Gail R. Wilensky, Ph.D.
746,403,128
59,930,002
8,660,406
66,271,608
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:
For
Against
Abstain
Broker
Non-Votes
794,590,178
17,141,385
3,261,973
66,271,608

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, 2013 was ratified based upon the following votes:
For
Against
Abstain
872,436,290
6,901,848
1,927,006
4.
Shareholder proposal requesting additional lobbying disclosure. The shareholder proposal was not approved based upon the following votes:
For
Against
Abstain
Broker
Non-Votes
159,872,726
491,354,562
163,766,248
66,271,608






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.

 
 
 
UNITEDHEALTH GROUP INCORPORATED
 
 
 
By:
 /s/ Dannette L. Smith
 
 
 
 
Dannette L. Smith
 
 
 
 
Secretary to the Board of Directors

Date: June 6, 2013