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 3, 2024 ————————————— 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 3, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). There were 825,082,260 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 ten directors were elected at the Annual Meeting for a one-year term based upon the following votes: Director Nominee For Against Abstain Broker Non-Votes Charles Baker 757,436,895 2,181,976 949,402 64,513,987 Timothy Flynn 743,347,313 16,273,830 947,130 64,513,987 Paul Garcia 707,316,443 51,658,321 1,593,509 64,513,987 Kristen Gil 708,296,204 50,693,350 1,578,719 64,513,987 Stephen Hemsley 734,137,649 24,859,316 1,571,308 64,513,987 Michele Hooper 724,986,106 34,656,118 926,049 64,513,987 F. William McNabb III 692,124,063 65,356,736 3,087,474 64,513,987 Valerie Montgomery Rice, M.D. 753,732,946 5,943,876 891,451 64,513,987 John Noseworthy, M.D. 726,412,328 32,566,511 1,589,434 64,513,987 Andrew Witty 755,439,553 3,697,461 1,431,259 64,513,987 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: For Against Abstain Broker Non-Votes 729,597,136 29,075,527 1,895,610 64,513,987 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, 2024 was ratified based upon the following votes: For Against Abstain 778,353,678 45,697,349 1,031,233 4. Shareholder proposal requiring a political contributions congruency report. The shareholder proposal was not approved based upon the following votes: For Against Abstain Broker Non-Votes 188,249,025 555,444,439 16,874,809 64,513,987 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. Date: June 7, 2024                  UNITEDHEALTH GROUP INCORPORATED By:  /s/ Kuai H. Leong Kuai H. Leong Senior Deputy General Counsel and Deputy Corporate Secretary