UnitedHealth Group (UNH) shareholders back board, pay plan and auditor in 2026 vote

Rhea-AI Filing Summary

UnitedHealth Group Incorporated reported the results of its 2026 Annual Meeting of Shareholders. A total of 768,066,717 shares of common stock were represented. Shareholders elected nine directors for one-year terms, with support levels generally above 89% of votes cast for each nominee.

Shareholders approved, on a non-binding basis, the Company’s executive compensation, with 559,434,838 votes for and 82.74% of votes cast in favor. They also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 95.00% of votes cast in favor. A shareholder proposal to require any board chair to be independent received 20.24% support and was not approved.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 768,066,717 shares Highest director support: 98.96% votes for Executive compensation support: 559,434,838 votes for +3 more

6 metrics

Shares represented at meeting 768,066,717 shares 2026 Annual Meeting of Shareholders

Highest director support 98.96% votes for Election of director Kristen Gil

Executive compensation support 559,434,838 votes for Non-binding advisory vote; 82.74% of votes for

Auditor ratification support 729,713,547 votes for Ratification of Deloitte & Touche LLP; 95.00% for

Independent chair proposal support 137,347,215 votes for Shareholder proposal; 20.24% of votes for

Lowest director support 89.68% votes for Election of director Charles Baker

Key Terms

broker non-votes, non-binding advisory vote, independent registered public accounting firm, shareholder proposal

4 terms

broker non-votes regulatory

"Broker non-votes have no effect on the vote for any matter."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory vote regulatory

"The Company’s executive compensation was approved by a non-binding advisory vote"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm regulatory

"the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

shareholder proposal regulatory

"Shareholder proposal requesting the adoption of a policy to require any board chair to be independent."

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

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Understanding 8-K Material Events →

0000731766false00007317662026-06-012026-06-01

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 1, 2026

—————————————

UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

—————————————

Delaware

1-10864

41-1321939

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1 Health Drive,

655 New York Avenue NW

Eden Prairie,

Minnesota

55344

Washington,

DC

20001

(Address of principal executive offices)

(Zip Code)

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 328-5979

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

UNH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.    Submission of Matters to a Vote of Security Holders.

On June 1, 2026, the Company held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). There were 768,066,717 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:

Director Nominee			For			Against			Abstain			Broker Non-Votes			% of Votes For*
Charles Baker			606,637,150			69,792,687			1,900,617			89,736,263			89.68%
Timothy Flynn			646,534,589			31,180,999			614,866			89,736,263			95.39%
Paul Garcia			657,046,651			20,686,201			597,602			89,736,263			96.94%
Kristen Gil			670,734,403			7,012,293			583,758			89,736,263			98.96%
Scott Gottlieb, M.D.			630,040,056			47,696,583			593,815			89,736,263			92.96%
Stephen Hemsley			646,655,805			28,777,298			2,897,351			89,736,263			95.73%
F. William McNabb III			658,345,360			19,413,024			572,070			89,736,263			97.13%
Valerie Montgomery Rice, M.D.			660,235,862			17,561,570			533,022			89,736,263			97.40%
John Noseworthy, M.D.			665,000,847			12,755,561			574,046			89,736,263			98.11%

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			% of Votes For*
559,434,838			117,731,618			1,163,998			89,736,263			82.74%

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, 2026 was ratified based upon the following votes:

For			Against			Abstain			% of Votes For*
729,713,547			37,552,773			800,397			95.00%

4.Shareholder proposal requesting the adoption of a policy to require any board chair to be independent. The shareholder proposal was not approved based upon the following votes:

For			Against			Abstain			Broker Non-Votes			% of Votes For*
137,347,215			537,634,392			3,348,847			89,736,263			20.24%

* Abstentions have no effect on the election of directors. Abstentions are counted as an Against vote for the non-binding advisory vote on executive compensation, ratification of the appointment of Deloitte & Touche LLP and shareholder proposal. Broker non-votes have no effect on the vote for any matter.

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 5, 2026                 

UNITEDHEALTH GROUP INCORPORATED

By:

/s/ Kuai H. Leong

Kuai H. Leong

Senior Deputy General Counsel and Deputy Corporate Secretary

FAQ

How many UnitedHealth Group (UNH) shares were represented at the 2026 Annual Meeting?

A total of 768,066,717 UnitedHealth Group shares were represented at the 2026 Annual Meeting. This reflects the voting power present when shareholders elected directors, approved pay on an advisory basis, ratified the auditor, and considered the independent chair proposal.

Were UnitedHealth Group (UNH) director nominees elected at the 2026 Annual Meeting?

All nine UnitedHealth Group director nominees were elected for one-year terms. Support levels were high, with most nominees receiving more than 92% of votes cast, and the strongest support at 98.96% and 98.11% for Kristen Gil and John Noseworthy, M.D., respectively.

Did UnitedHealth Group (UNH) shareholders approve executive compensation in 2026?

UnitedHealth Group shareholders approved executive compensation in a non-binding advisory vote. The proposal received 559,434,838 votes for, 117,731,618 against, and 1,163,998 abstentions, representing 82.74% of votes cast in favor, with additional broker non-votes recorded.

Was Deloitte & Touche LLP ratified as UnitedHealth Group (UNH) auditor for 2026?

Shareholders ratified Deloitte & Touche LLP as UnitedHealth Group’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 729,713,547 votes for, 37,552,773 against, and 800,397 abstentions, representing 95.00% of votes cast in favor.

Did UnitedHealth Group (UNH) shareholders approve the independent board chair proposal in 2026?

Shareholders did not approve the proposal to require any board chair to be independent. The proposal received 137,347,215 votes for, 537,634,392 against, and 3,348,847 abstentions, with 20.24% of votes cast in favor and additional broker non-votes reported.

How were abstentions and broker non-votes treated in UnitedHealth Group’s 2026 votes?

Abstentions had no effect on the election of directors but counted as against votes for executive compensation, auditor ratification, and the independent chair proposal. Broker non-votes had no effect on vote outcomes for any matter considered at the 2026 Annual Meeting.

Filing Exhibits & Attachments

4 documents

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