Good morning, ladies and gentlemen. I am Steve Hemsley, President and Chief Executive Officer and a Director of UnitedHealth Group Incorporated. As Chief Executive Officer, I have the privilege of calling this meeting to order and welcoming all of you to our 2012 Annual Meeting of Shareholders. Before proceeding to the business of the meeting, I'm pleased to introduce our Board members in attendance at the meeting this morning. Please stand as I introduce you Richard Burke, Non Executive Chairman of the Board Bill Ballard, Bob Duretta, Michelle Hooper, Doug Leatherdale, Glen Renwick, Doctor.
Ken Schein and Doctor. Gail Walensky. I'm also pleased to introduce members of our management team who are here with us today Dave Wichtman, Executive Vice President and Chief Financial Officer of UnitedHealth Group and President of UnitedHealth Group Operations Rich Fair, Executive Vice President and Chief Legal Officer Gail Boudreaux, Executive Vice President, Chief Executive Officer, UnitedHealthcare Bill Munsell, Executive Vice President John Penshorn, Senior Vice President, Capital Markets, Communications and Strategy Larry Renfro, Executive Vice President, Chief Executive Officer, Optum Simon Stephens, Executive Vice President and President, Global Health Lori Swear, Executive Vice President, Human Capital and Tony Walters, Executive Vice President. At this time, I would also like to introduce Jeff Black, Janie Herczyk and Tom Ruz, representatives of Delictouch. Thank you.
I will act as Chairman of the Annual Meeting and Danette Smith will act as Secretary for this meeting. We'll now proceed with the meeting and I'll ask Danette to conduct a formal portion of our session.
Thank you, Steve. We've made available to you this morning an agenda for the meeting as well as guidelines and procedures to be followed during the course of the meeting. In the interest of openness and fairness to all shareholders attending this meeting, we'll follow these guidelines and complete the formal business in accordance with these procedures. Following the conclusion of the meeting and the presentation that follows, there will be an opportunity for shareholders to ask questions. We ask that comments, statements or questions be relevant to the company's business.
In order to give as many shareholders as possible the opportunity to speak, we ask that your remarks and questions be brief. We call this meeting to order pursuant to notice made available on or about April 25, 2012, to each shareholder of record on April 5, 2012. I have copies of the notice of annual meeting, the 2012 proxy statement, form of proxy and the annual report. I also have the affidavit from Broadridge Financial Solutions showing these documents or a notice of Internet availability were mailed to all shareholders entitled to notice of the meeting. All of these documents will be filed with the records of the meeting.
Carl Hagberg of Hagberg and Associates has been appointed as Inspector of Election for the Annual Meeting. As the Inspector of Election, Mr. Hagberg will inspect the votes during the meeting and at the close of the meeting will inform us of the preliminary results of the votes cast. Mr. Hagberg has taken and signed an oath to execute faithfully the duties of Inspector of Election with strict impartiality and according to the best of his abilities.
His oath will be filed with the records of the meeting. He's in the back of the room right there. The record date fixed by the Board of Directors for the determination of shareholders entitled to receive notice and vote at this meeting was the close of business on April 5, 2012. As of that date, the company had outstanding 1,000,000,000 42,727,555 shares of common stock, the only class of stock issued and outstanding. Excluding shares owned by one of our subsidiaries, which will not be voted, each share is entitled to one vote.
Mr. Heiberg has a list of the holders of record of the company's common stock entitled to vote at its meeting. The list has been certified by an officer of Wells Fargo Shareowner Services, the company's transfer agent. The list of holders of record will be kept open during the meeting and is available for inspection by any shareholder. There are represented at the meeting either in person or by proxy 917,000,000 246,252 shares of common stock out of a total of 1,000,000,000 2,727,555 shares of common stock.
Therefore, a quorum is present. It is declared that the meeting is duly constituted, has been duly convened and is ready to proceed with the transaction of business. The polls remain open for voting on all of the items of business for this meeting and you may vote by going to Mr. Hagberg. If you wish to vote and have not already done so, go to the Inspector of Elections table located at the back of the room.
If you have previously voted by proxy, there is no need to vote unless you have given written notice to an officer of the company to revoke your proxy. As described in our proxy statement, there are 4 items of business for today's meeting. The first item is to elect our directors, Bill Ballard, Richard Burke, Bob Duretta, Steve Hemsley, Michelle Hooper, Roger Lawson, Doug Leatherdale, Glenn Renwick, Ken Schein and Gail Walensky to serve as directors of the company for a 1 year term. The second item of business is to consider and vote on a proposal relating to advisory approval of the company's executive compensation. The third item of business is to consider and vote on a proposal 2012.
The 4th item
of business is to consider and vote on a proposal to ratify the appointment of Deloitte and Touche LLP as the company's independent registered public accounting firm
for the year ending December 31, 2012. The 4th item of business is to consider and vote on a shareholder proposal regarding the oversight and disclosure of lobbying expenditures, which was included in our 2012 proxy statement. The shareholder proposal was submitted by Trillium Asset Management Corp. Along with 8 co sponsors. I hereby recognize Randall Rice, a representative of Trillium, one of the proponents for this shareholder
Mr. Chairman, fellow shareholders, members of the Board, my name is Randall Rice. I'm here to present item number 4 on behalf of Trillium Asset Management, the Connecticut Retirement Plans, the New York State Common Retirement Fund, the AFL CIO Reserve Fund and 6 Religious Communities affiliated with the Interfaith Center on Corporate Responsibility. Our shareholder proposal as submitted reads, Resolved, the shareholders of UnitedHealth Group, UNH or the company request that the Board of Directors authorize the preparation of a report updated annually disclosing 1, company policy and procedures governing the lobbying of legislators and regulators, including that done on the company's behalf by trade organizations. The disclosure should include both direct and indirect and including payments to trade organizations used for direct lobbying as well as grassroots lobbying communication, including the amount of payment and the recipient 3, membership in and payments to any tax exempt organization that writes and endorses model legislation 4, description of the decision making process and oversight by the management and the Board for, A, direct and indirect lobbying contributions and expenditures and B, payment for grassroots lobbying expenditures.
For purposes of this proposal, a grassroots lobbying communication is a communication directed to the public that A, refers to specific legislation B, reflects, view on the legislation and C, encourages the recipient of the communication to take action with respect to the communication. Both direct and indirect lobbying and grassroots lobbying communication include efforts at the local, state and federal level. The report shall be presented to the audit committee or other relevant oversight committee of the board and posted on the website. As I hope that 500 word proposal made clear, our proposal asked our company to provide a report on its lobbying expenditures, including indirect funding of lobbying through trading associations or other tax exempt organizations. We believe that transparency and accountability and corporate spending to influence public policy is in the best interest of UNH shareholders.
As fellow shareholders may know, the oversight of lobbying is a Board responsibility under the Sarbanes Oxley Act of 2,002. UNH's website, which is the first place investors should be able to find information, contains little data regarding records, our company spent nearly $23,000,000 on direct federal lobbying activities from 2,008 to the through the Q1 of 2011. That amount may not include UNH's grassroots lobbying efforts to directly influence legislation by mobilizing public support or opposition. It is unclear if that 23,000,000 dollars includes lobbying dollars spent at the state level, where disclosure requirements vary. It may also exclude contributions to groups such as the American Legislative Exchange Council or ALEC, a tax exempt organization that writes model legislation.
This spring, a growing number of prominent corporations have fled or distanced themselves Travon Martin. UNAIP serves on ALEC's health and human Trayvon Martin. UNAPE serves on ALEKS's Health and Human Services Tax Works, participated in a workshop at the 2011 Annual Meeting and provided $50,000 for the 2011 ALEC Annual Conference. This resolution does not challenge UNH's right to lobby. Our concern is that UNH lobbying is not done with full transparency.
Transparency matters to us as investors because close ties to 3rd party groups that are politically active can expose our company to reputation and brand risk. The flight from ALEC is a recent example, but other companies have taken reputation hits for their associates to with the U. S. Chamber of Commerce, the National Association of Manufacturers and other independent political committees. UNH's own stance on health care policy has exposed it to criticism regarding mission misalignment.
One hand, UNH has told shareholders that the company is in basic support of the federal health care reform known as the Affordable Care Act. On the other hand, the company is a member of organizations which are actively working to repeal that legislation. We'd like fellow shareholders to know that the proxy advisory service, ISS, has recommended a vote in support of this proposal. Shareholders should also know that the international corporate governance network, represents $18,000,000,000,000 in assets, supports lobbying disclosure and political disclosure as best practice. And I ask fellow shareholders to
The polls are now closed for voting on all items of business for the annual meeting. Based on the tabulation of all of the proxies and ballots, the Inspector of Election has preliminarily reported the following. The total number of shares of common stock represented either in person or by proxy at this meeting was 917,246,002 shares. Over 90% of the shares cast elected the 10 director nominees. Therefore, all 10 director the 10 director nominees.
Therefore, all 10 director nominees have been elected to the Board of Directors. Over 97% of the shares present voted for advisory approval of the company's executive compensation. Therefore, that proposal also passes. Over 97% of the shares present ratified the appointment of Deloitte and Tuchel LP as the company's 23% of the shares present voted for the shareholder 23% of the shares present voted for the shareholder proposal regarding oversight and disclosure of lobbying expenditures. Therefore, that proposal did not pass.
The certificate of the Inspector of Election with the final tabulation will be filed with the records of this meeting and the final results will be reported in a Form 8 ks by Friday, June 8, 2012. There being no further business to come before the meeting in accordance with the company's bylaws, the 2012 annual meeting is now concluded and I hereby declare the 2012 Annual Meeting of Shareholders adjourned. Now, Steve Hemsley will talk with you about our business. I would like to remind you that portions of Steve's remarks, are not historical in nature, may be forward looking statements made under the protection of the Private Securities Litigation Reform Act. Our actual results may differ materially from those statements and the factors that could cause the results to differ materially can be found in the cautionary statement sections of our 10 ks and 10 Q.
Thank you, Danette. Once again, welcome to UnitedHealth Group's 2012 Annual Meeting for Shareholders. During the last year, the people of UnitedHealth Group delivered consistent fundamental execution, solid performance and distinctive diversified growth across the expanse
of its
businesses. Their hard work is steadily increasing the quality and value we deliver to the people we serve and building an ever stronger for you, our shareholders. The healthcare environment in which we operate is challenging, complex, highly competitive, and also highly personal, dealing as it does with healing and the preservation and quality of Healthcare is politically sensitive and driven by society's expectations around healthcare access, quality and costs. And healthcare is constantly changing. UnitedHealth Group is a consciously adaptable and evolving company, organized around core competencies, the things we strive to do distinctively well to add value in an ever changing market environment.
Our 3 core competencies are the essence of our competitive advantages and differentiation. Clinical insight, deep practical know how in clinical care management and coordination, in optimal clinical resource use, access and cost, integrated with skills in healthcare consumer engagement and connectivity, all tuned to the specific needs and resources of the local communities where healthcare services actually occur. The second, information. That means massive healthcare data and the capacity to translate and interpret that data into useful information and ultimately into intelligent action at the right time, in the right venue for better decision making for everyone from consumer to clinician. And lastly, technology.
Technology to enable the wide variety of interactions at enormous scale and complexity, helping to connect and enable all the participants in healthcare as an open market system. These competencies are held in common and deployed across our enterprise. Our health benefits platform, UnitedHealthcare, tailors and aligns benefit products, clinical programs and customer service to meet the needs of individuals across the commercial, Medicare and Medicaid markets. UnitedHealthcare is the national leader serving each of these markets. Optum, our health services platform, for which we established a clear branding identity in 2011, developed end to end solutions to meet the services needs of a broad spectrum of customers across the healthcare system.
OptumPaker as a whole is also the national leader in healthcare services. UnitedHealth Group represents unique value because UnitedHealth Care and Optum were built to work both independently, but more optimally together as one enterprise, what we call better together, helping make the healthcare system more productive, high quality, lower cost and more affordable, more consistent, connected, aligned, intelligent and simpler for people to use. Our businesses virtually every aspect of healthcare, providing a unique vantage point on what works and what doesn't work. UnitedHealthcare has distinctive data, analytical applications, clinical skills and above all ideas about the coordination of care to drive a distinctive innovation dynamic. Optum is expert at translating data into information to analyze costs and performance, compare clinical effectiveness, execute predictive modeling and ultimately provide decision making information to consumers, care providers and other payers and the government.
UnitedHealthcare is the ideal market platform. Executes well, quickly feeds back change to further innovate, creating an efficient, iterative, real market loop. No one in health benefits can offer optimum scale and speed that UnitedHealthcare does. UnitedHealthcare and Optum share common relationships across the enterprise and healthcare constituents, deepening those relationships and the value delivered. Each year, we become a more consumer centric organization.
Consumers are driving healthcare markets today and what they want is the fundamental force that brings they bring to all markets. They want more for less. They want better access to higher quality care at more affordable prices. Practical innovation that directly addresses consumers' expectations is key to our continuing success, new products, new services and fresh approaches to making the healthcare system work better. Innovation is bonded with our commitment to fundamental execution.
Getting the allows us the trust to introduce new innovations. And finally, everyone at UnitedHealth Group is working to create a common culture that supports and enhances a more consumer, customer centric, right thinking enterprise, a culture that values integrity, compassion, relationships, innovation and performance on behalf of the people we serve. This cultural effort pervades everything we do, informs how we behave as individuals in a company and guides our decision making. It's a powerful force in shaping our enterprise and the people who work here. During 2012, our goal is to take health benefits and services to new levels to new levels of performance, to expand our commitment to fundamental execution, to meet rapidly rising consumer and customer expectations more affordably than ever, and to continue to pursue our mission to help people live healthier lives through innovation and service and making the healthcare system work better for everyone.
Thank you. Now, are there any questions before we conclude the session? There being none, we thank you very much for your attendance at this year's shareholders meeting and look forward to seeing you again next year. Thank you.