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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2019, the Board of Directors of UnitedHealth Group Incorporated (“UnitedHealth Group” or the “Company”) elected John H. Noseworthy, M.D. to serve as an independent director effective immediately. Dr. Noseworthy has not yet been appointed to any committees of the Board of Directors.
Dr. Noseworthy is the former Chief Executive Officer and President of Mayo Clinic, the world renowned, non-profit healthcare organization. He retired at the end of 2018 after a 28 year career at Mayo Clinic, recognized by U.S. News and World Report as best in its honor roll of America’s top providers of care for patients with serious and complex health conditions. Mayo Clinic cares for patients from every state and 143 countries worldwide. Dr. Noseworthy has served in various capacities at Mayo Clinic since 1990, including chairman of its internal Board of Governors, member of the Board of Trustees, Professor of Neurology at Mayo Clinic College of Medicine & Science, chair of Mayo’s Department of Neurology, medical director of the Department of Development, and Vice Chair of the Mayo Clinic Rochester Executive Board. Dr. Noseworthy also served as editor-in-chief of Neurology, the official journal of the American Academy of Neurology, from 2007 to 2009. Dr. Noseworthy was a Health Governor of the World Economic Forum from 2012 to 2018 and currently serves as a director of Merck & Co.
Dr. Noseworthy will receive compensation for his services as a director in accordance with the Company’s standard compensation program for non-employee directors, which is summarized in Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Dr. Noseworthy, which requires the Company to indemnify him against certain liabilities that may arise as a result of his status or service as a director. The foregoing description is qualified in its entirety by the full text of the form of Indemnification Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2015.
There are no arrangements or understandings between Dr. Noseworthy and any other person to which Dr. Noseworthy was appointed to serve on the Board of Directors. Dr. Noseworthy has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
UNITEDHEALTH GROUP INC Exhibit
EX-99.1 2 changeindirector8-kexhibit.htm EXHIBIT 99.1 Exhibit N E W S R E L E A S EFor Immediate ReleaseJohn H. Noseworthy,…
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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.
