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Get filing alertsUnitedHealth shareholders approve all directors, executive pay; reject independent chair
Filed June 5, 2026 · Period ending June 1, 2026 · ~1 min read
Key Changes
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Say-on-pay approved with 82.74% support (559.4M for, 117.7M against), reflecting 17.26% opposition—elevated compared to typical results and may warrant board review of compensation practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
All nine directors elected with support ranging 89.68%–98.96%. Charles Baker received lowest support at 89.68% (606.6M for, 69.8M against); Kristen Gil highest at 98.96% (670.7M for, 7.0M against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Shareholders rejected independent chair proposal with 79.76% voting against (137.3M for, 537.6M against), affirming current board leadership structure.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Deloitte & Touche LLP ratified as independent auditor for 2026 with 95.00% support (729.7M for, 37.6M against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
UnitedHealth Group held its 2026 annual meeting on June 1, with 768.1 million shares represented. All nine director nominees won election for one-year terms, though support varied: Kristen Gil led at 98.96% while Charles Baker trailed at 89.68%.
The say-on-pay vote passed with 82.74% approval, but the 17.26% opposition (117.7 million shares against) is elevated compared to typical executive compensation votes and suggests some shareholder concern about pay practices that the compensation committee may need to address. Shareholders decisively rejected a proposal requiring an independent board chair, with nearly 80% voting against the governance change.
The board had recommended against the proposal, and shareholders affirmed the current leadership structure where the CEO and chair roles can be combined. The auditor ratification passed routinely with 95% support. Overall, the meeting reflects stable governance with majority shareholder support, though the elevated say-on-pay opposition stands out as the one area warranting board attention.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
UnitedHealth held its 2026 annual meeting; shareholders elected all nine directors, approved executive compensation, ratified auditor, and rejected independent chair proposal.
Show 1 minor / wording change
Added in current filing · view on EDGAR → · paraphrased
ForAgainstAbstain Broker Non-Votes % of Votes For* 137,347,215 537,634,392 3,348,847 89,736,263 20.24%
A shareholder proposal requesting a policy to require an independent board chair was rejected with only 20.24% support (137.3 million for, 537.6 million against). The board opposed this governance change and shareholders overwhelmingly agreed.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify