Shareholder Vote

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 6, 2022 ————————————— 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.) 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.) ————————————— 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 6, 2022, the Company held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). There were 843,160,562 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 eight directors were elected at the Annual Meeting for a one-year term based upon the following votes: Broker Director Nominee For Against Abstain Non-Votes Timothy P. Flynn 753,847,157 29,004,992 1,508,426 58,799,987 Paul R. Garcia 781,505,805 1,618,488 1,236,282 58,799,987 Stephen J. Hemsley 762,012,492 21,563,707 784,376 58,799,987 Michele J. Hooper 750,721,428 32,149,895 1,489,252 58,799,987 F. William McNabb III 763,069,338 19,770,831 1,520,406 58,799,987 Valerie C. Montgomery Rice, M.D. 780,066,783 3,549,267 744,525 58,799,987 John H. Noseworthy, M.D. 746,355,879 36,521,435 1,483,261 58,799,987 Andrew Witty 779,119,095 4,471,172 770,308 58,799,987 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: Broker For Against Abstain Non-Votes 736,876,105 46,176,651 1,307,819 58,799,987 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, 2022 was ratified based upon the following votes: For Against Abstain 816,574,416 25,392,660 1,193,486 4. Shareholder proposal seeking shareholder ratification of termination pay. The shareholder proposal was not approved based upon the following votes: Broker For Against Abstain Non-Votes 333,837,234 448,905,964 1,617,377 58,799,987 5. Shareholder proposal regarding political contributions congruency report. The shareholder proposal was not approved based upon the following votes: Broker For Against Abstain Non-Votes 287,876,389 465,520,907 30,963,279 58,799,987 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/ Kuai H. Leong Kuai H. Leong Deputy Secretary Date: June 10, 2022