Registrant’s telephone number, including area code: (i952) i936-1300
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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐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
iCommon
Stock, $.01 par value
iUNH
iNew 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).
i☐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.