UNITEDHEALTH GROUP INCORPORATED (NYSE:UNH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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UNITEDHEALTH GROUP INCORPORATED (NYSE:UNH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors; Appointment of Certain Officers

On August 15, 2017, the Board of Directors of UnitedHealth Group Incorporated (“UnitedHealth Group” or the “Company”) elected that David S. Wichmann, 54, would transition from his role as President to Chief Executive Officer (“CEO”) and become a director of UnitedHealth Group, all effective September 1, 2017. Also effective September 1, 2017, Stephen J. Hemsley, 65, will become Executive Chairman of the Board of Directors (the “Board”) of the Company, after having served as CEO of the Company for more than 10 years. Richard T. Burke will be the Board’s Lead Independent Director following his service as Independent Chairman for more than 10 years, further strengthening continuity during the transition and reinforcing the Company’s continued commitment to strong independent board leadership. Mr. Burke’s 40 years’ experience broadly in health care and managed care will continue to inform the Company’s innovative response to the evolution of the health care system.

Additional information regarding Mr. Wichmann, including his experience over the past five years, is incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Mr. Wichmann has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.

At the time of this filing Mr. Wichmann has not been appointed to any committees of the Board of Directors.

Compensatory Arrangements of Certain Officers and Directors

In connection with the transition described above, on August 15, 2017 the Board of Directors and the Compensation and Human Resources Committee of the Board, after considering market data, internal equity, advice from the Compensation Committee’s independent compensation consultant, and other factors made the following changes (other aspects of compensation were not affected):

David S. Wichmann:

Approved an annual base salary to $1,300,000 effective September 1, 2017.

Approved an annual cash incentive target opportunity of 200% of base salary.

Awarded him 30,031 stock options, 4,866 restricted stock units and 9,731 performance shares. The stock options and restricted stock units vest ratably over a four-year period and the performance shares have the same three-year cliff vesting schedule and performance criteria as the performance shares granted in February 2017.

Entered into an amendment to his employment agreement, effective September 1, 2017 that:

Provides Mr. Wichmann will serve as the Company’s CEO.

Replaces subsections (c) and (d) of the definition of “Good Reason,” in Section 3.B.v of the employment agreement with the following: (c) makes changes that substantially diminish his duties or responsibilities from that of the Company’s CEO; or (d) makes changes to his reporting relationship that result in him not reporting to the Chairman.

Stephen J. Hemsley:

Approved a reduction in annual base salary to $1,000,000 effective September 1, 2017.

Richard T. Burke:

Replaced the Non-Executive Chairman retainer with an annual cash retainer of $75,000.00 for serving as the Independent Lead Director effective September 1, 2017.

Larry Renfro:

In light of the broader responsibilities Larry Renfro will continue to pursue, including his expanding role as Vice Chairman of the Company and his focus on enterprise growth, innovation, venture activities, and other efforts, the Compensation Committee made the following changes:

Approved an annual cash incentive target opportunity of 200% of base salary.

Awarded him 7,934 stock options, 1,286 restricted stock units and 2,571 performance shares. The stock options and restricted stock units vest ratably over a four-year period and the performance shares have the same three-year cliff vesting schedule and performance criteria as the performance shares granted in February 2017.

Entered into an amendment to his employment agreement, effective August 15, 2017 that replaces subsections (c) and (d) of the definition of “Good Reason,” in Section 3.B.v of the employment agreement with the following:

(c) makes changes so that Mr. Renfro no longer holds the position of Vice Chairman of the Company or another position with equivalent or greater responsibilities; or (d) makes changes to his reporting relationship that result in him not reporting to the CEO of the Company.

Item 9.01 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 15, 2017, the Company amended its Bylaws as follows:

Made the President an optional position (previously, the Bylaws required the Company to have a President); and

Removed a provision inconsistent with current Delaware law that allowed directors to vote on a matter if the director was not present at the meeting.

The foregoing description of the Bylaws is not complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

3.1

Bylaws of UnitedHealth Group Incorporated, effective August 15, 2017

99.1

Press Release issued by UnitedHealth Group Incorporated dated August 16, 2017


UNITEDHEALTH GROUP INC Exhibit
EX-3.1 2 a2017bylaws-exhibit31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1BYLAWSOFUNITEDHEALTH GROUP INCORPORATEDA Delaware Corporation(Effective as of August 15,…
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About UNITEDHEALTH GROUP INCORPORATED (NYSE:UNH)

UnitedHealth Group Incorporated is a diversified healthcare company. The Company operates through four segments: UnitedHealthcare, OptumHealth, OptumInsight and OptumRx. The Company conducts its operations through two business platforms: health benefits operating under UnitedHealthcare and health services operating under Optum. UnitedHealthcare provides healthcare benefits to a range of customers and markets through its UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State, and UnitedHealthcare Global businesses. Optum is a health services business serving the healthcare marketplace, including payers, care providers, employers, governments, life sciences companies and consumers, through its OptumHealth, OptumInsight and OptumRx businesses.