Document
false0000731766
0000731766
2019-11-07
2019-11-07
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): November 7, 2019
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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.)
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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))
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $.01 par value
| | UNH | | NYSE |
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. [ ]
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Stephen J. Hemsley has decided to transition from his management position as executive chair, while continuing to serve on the Board of Directors (the “Board”) of UnitedHealth Group Incorporated (the “Company”) as a non-executive director and Chair. The transition, effective November 7, 2019, comes after an exceptional 22-year career with the Company, including ten as chief executive officer and two as executive chair. Mr. Hemsley will receive director compensation as described in the Company’s proxy statement and an additional cash retainer of $270,000 annually for serving as Chair, pro-rated for actual service. Richard T. Burke will continue as the Company’s Lead Independent Director.
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: November 8, 2019
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| | | UNITEDHEALTH GROUP INCORPORATED |
| | | By: | /s/ Dannette L. Smith |
| | | | Dannette L. Smith |
| | | | Secretary to the Board of Directors |