UnitedHealth (NYSE: UNH) creates Public Responsibility panel, shifts roles

Rhea-AI Filing Summary

UnitedHealth Group Incorporated reported board governance changes focused on oversight of risk and responsibility. The board created a new Public Responsibility Committee to monitor financial, regulatory, and reputational risks, including underwriting and forecasting, regulatory relationships, reputational matters, and mergers and acquisitions. Michele Hooper will chair this committee, with Charles Baker, Timothy Flynn, and Paul Garcia as members.

The company also named F. William McNabb as lead independent director, succeeding Michele Hooper, who remains on the board. In addition, UnitedHealth Group refreshed leadership and membership across its Audit and Finance, Compensation and Human Resources, Governance, and Health and Clinical Practice Policies Committees, assigning specific directors as chairs and members to each.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 20, 2025

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UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

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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.)

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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))

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 7.01. Regulation FD Disclosure.

UnitedHealth Group Board Establishes New Public Responsibility Committee, Appoints New Lead Independent Director, and Refreshes Committee Leadership and Composition

UnitedHealth Group today announced updates to its Board of Directors, including the formation of a new Public Responsibility Committee, the appointment of a new lead independent director, and changes to its existing committee leadership and composition.

F. William McNabb has been appointed lead independent director, replacing Michele Hooper, who will continue to serve as a director. McNabb has served on the Board of Directors since 2018 and brings expertise in regulatory, finance, and capital markets, having previously served as chairman and chief executive officer of the Vanguard Group.

A newly formed Public Responsibility Committee will monitor and oversee financial, regulatory, and reputational risks that may affect the company's operations and mission. Core oversight responsibilities include underwriting and forecasting, regulatory relationships, reputational matters, and mergers and acquisitions. Michele Hooper will serve as chair of the committee and Charles Baker, Timothy Flynn and Paul Garcia will serve as members.

The creation of the Public Responsibility Committee is part of the company’s continuing commitment to a mission-driven culture of responsibility, integrity and performance. It will provide an additional layer of governance, including enhanced oversight of pricing, operational, regulatory and reputational risks. The committee will coordinate with other board committees in monitoring key risks and intersecting areas of oversight. Additional information can be found in the committee’s charter, available on the Company’s website.

UnitedHealth Group has also refreshed the leadership and membership of its four other committees:

•Audit and Finance Committee: Timothy Flynn (chair), Charles Baker and Kristen Gil

•Compensation and Human Resources Committee: Paul Garcia (chair), Valerie Montgomery Rice, M.D., John Noseworthy, M.D. and F. William McNabb

•Governance Committee: Charles Baker (chair), Timothy Flynn and Michele Hooper

•Health and Clinical Practice Policies Committee: Valerie Montgomery Rice, M.D. (chair), John Noseworthy, M.D. and Michele Hooper

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: August 20, 2025

UNITEDHEALTH GROUP INCORPORATED

By:

/s/ Kuai H. Leong

Kuai H. Leong

Senior Deputy General Counsel and Deputy Corporate Secretary

FAQ

What board changes did UnitedHealth Group (UNH) disclose in this 8-K?

UnitedHealth Group disclosed that its Board of Directors established a new Public Responsibility Committee, appointed a new lead independent director, and refreshed leadership and membership across its four existing board committees.

Who is the new lead independent director at UnitedHealth Group (UNH)?

F. William McNabb has been appointed lead independent director at UnitedHealth Group, replacing Michele Hooper, who will continue to serve as a director.

What is the role of UnitedHealth Group’s new Public Responsibility Committee?

The Public Responsibility Committee will monitor and oversee financial, regulatory, and reputational risks that may affect UnitedHealth Group’s operations and mission, including underwriting and forecasting, regulatory relationships, reputational matters, and mergers and acquisitions.

Who will serve on UnitedHealth Group’s new Public Responsibility Committee?

Michele Hooper will serve as chair of the Public Responsibility Committee, and Charles Baker, Timothy Flynn, and Paul Garcia will serve as members.

Which existing UnitedHealth Group board committees had leadership changes?

UnitedHealth Group updated leadership and membership for the Audit and Finance Committee, Compensation and Human Resources Committee, Governance Committee, and Health and Clinical Practice Policies Committee, naming specific directors as chairs and members for each.

Where can investors find more details on the Public Responsibility Committee’s duties at UnitedHealth Group?

Additional details on the Public Responsibility Committee’s duties are available in its charter, which UnitedHealth Group states is available on the company’s website.