8-K

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): February 13, 2018

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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.)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2018, the Board of Directors of UnitedHealth Group Incorporated (“UnitedHealth Group” or the “Company”) elected F. William McNabb III to serve as an independent director. Mr. McNabb has not yet been appointed to any committees of the Board of Directors.

Mr. McNabb is the chairman of The Vanguard Group, Inc. He joined Vanguard in 1986. In 2008, he became chief executive officer; in 2010 he became chairman of the board of directors and the board of trustees of the Vanguard group of investment companies. He stepped down as chief executive officer at the end of 2017. Earlier in his career, he led each of Vanguard’s client facing business divisions. Mr. McNabb serves as the vice-chairman of the Investment Company Institute's board of governors; he was chairman from 2013 to 2016. He is chairman of the board of the Zoological Society of Philadelphia and serves on the Wharton Leadership Advisory Board and the Dartmouth Athletic Advisory Board. He is also a board member of CECP: The CEO Force for Good.

Mr. McNabb will receive compensation for his services as a director in accordance with the Company’s standard compensation program for non-employee directors, which is summarized in Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.

In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Mr. McNabb, which requires the Company to indemnify him against certain liabilities that may arise as a result of his status or service as a director. The foregoing description is qualified in its entirety by the full text of the form of Indemnification Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2015.

There are no arrangements or understandings between Mr. McNabb and any other person pursuant to which Mr. McNabb was appointed to serve on the Board of Directors. Mr. McNabb has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01.Financial Statements and Exhibits.

Exhibit	Description
99.1	Press Release issued by UnitedHealth Group Incorporated dated February 15, 2018

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: February 15, 2018                 

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

EX-99.1

N E W S R E L E A S E

(For Immediate Release)

WILLIAM MCNABB JOINS UNITEDHEALTH GROUP BOARD OF DIRECTORS

MINNEAPOLIS (Feb. 15, 2018) - The board of directors of UnitedHealth Group (NYSE: UNH) announced F. William McNabb III has joined the board.

Stephen J. Hemsley, executive chairman of the board of directors of UnitedHealth Group, said: “Bill McNabb is a deeply thoughtful executive - a champion of corporate governance and stewardship practices that create long-term shareholder value. He has a strong background in applying technology and data analytics to better serve consumers and advance modern business practices. Bill has broad experience with complex global business organizations, in addition to remarkable skills and experience in finance and capital markets. His career-long focus on service and market-leading innovation aligns well with the culture and values of UnitedHealth Group, and his collaborative style will be a great fit with our board of directors.”

Mr. McNabb, 60, is chairman of the board of Vanguard, the world’s largest mutual funds manager. He joined Vanguard in 1986, served as CEO from 2008 through 2017, and became chairman of the board in 2010. Mr. McNabb also served as a managing director of Vanguard from 1995 to 2008. Mr. McNabb is active elsewhere in the investment management industry and serves as the vice-chairman of the Investment Company Institute’s board of governors. He is chairman of the board of the Zoological Society of Philadelphia, a board member of CECP: The CEO Force for Good, and serves on the Wharton Leadership Advisory Board.

About UnitedHealth Group

UnitedHealth Group (NYSE: UNH) is a diversified health and well-being company dedicated to helping people live healthier lives and helping make the health system work better for everyone. UnitedHealth Group offers a broad spectrum of products and services through two distinct platforms: UnitedHealthcare, which provides health care coverage and benefits services; and Optum, which provides information and technology-enabled health services. For more information, visit UnitedHealth Group at www.unitedhealthgroup.com or follow @UnitedHealthGrp on Twitter.

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CONTACT:
Media:	Tyler Mason
	Vice President
	UnitedHealth Group
	424-333-6122

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