Good morning. My name is Stephen Hemsley. As the Chief Executive of UnitedHealth Group, I'm honored to welcome you to our 2025 Annual Meeting of Shareholders. I'm joined this morning by the members of our board: Michele Hooper, our Lead Independent Director; Charlie Baker; Tim Flynn; Paul Garcia; Kristen Gil; Bill McNabb; Dr. Valerie Montgomery Rice; and Dr. John Noseworthy. John England and Lindsay Bickler of Deloitte & Touche are also present. Also with us today for UnitedHealth Group are President and Chief Financial Officer John Rex and Chris Zaetta, Executive Vice President, Chief Legal Officer, and Corporate Secretary. I will act as Chair of the Annual Meeting, and Chris will serve as Secretary for this meeting. We'll now proceed with the meeting. Chris will conduct the formal portion of the meeting, after which I'll offer some brief comments, and we will take your questions. Chris?
Thank you, Steve. I now call the meeting to order and declare the polls to be open for voting on all items of business for this meeting. First, I want to make sure our shareholders know how to submit questions for today's session. Please make sure you are logged into the meeting with your control number and submit your question online now so we receive them during the meeting. Please enter your name and organization, if applicable, along with your question. Questions may be submitted until the conclusion of the presentation of proposals. If we receive multiple questions on a similar topic, we will combine the questions and address them once. If your question relates to a proposal, please indicate which proposal in your question so it can be addressed at the appropriate time. All questions should be properly focused on the business of the company.
Questions that are not directly related to the agenda of today's meeting or the business of the company may be excluded. We have made available to you on the Annual Meeting website an agenda, as well as guidelines and procedures to be followed during the meeting. In the interest of openness and fairness to all shareholders participating today, we will follow these guidelines and complete the formal business in accordance with these procedures. Copies of the Notice of the Annual Meeting, the 2025 Proxy Statement, and the Annual Report are available on the virtual Annual Meeting website. All of these documents will be filed with the records of the meeting. Peter Hagberg of CT Hagberg, LLC, has been appointed as the Inspector of Election for this Annual Meeting and is present with us virtually today. As the Inspector of Election, Mr.
Hagberg will inspect the votes during the meeting and 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. 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, April 4th, 2025. As of that date, the company had outstanding 910,223,791 shares of common stock, the only class of stock issued and outstanding. Each share is entitled to one vote. 811,858,119 shares of common stock, out of a total of 910,223,791 shares of common stock outstanding on the record date, are represented at the meeting by proxy. Therefore, a quorum is present.
This meeting is duly constituted, has been duly convened, and is ready to proceed with the transaction of business. As I indicated earlier, the polls are open for voting on all of the items of business for this meeting. We will close the polls after the proposals have been presented. If you wish to vote and have not already done so, please follow the instructions included in the meeting guidelines. If you have previously voted by proxy, there is no need to vote during the virtual meeting unless you want to change your prior vote or revoke your proxy. As described in our proxy statement, there are four items of business for today's meeting. The first item of business is to elect the following people to serve as directors of the company: Charlie Baker, Tim Flynn, Paul Garcia, Kristen Gil, Steve Hemsley, Michele Hooper, Bill McNabb, Dr. Valerie Montgomery Rice,
Dr. John Noseworthy. 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 to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2025. The fourth item of business is to consider and vote on a shareholder proposal requesting a shareholder vote regarding excessive golden parachutes. The shareholder proposal was submitted by John Chevedden. In accordance with the meeting guidelines, John Chevedden will have three minutes to present his shareholder proposal. I hereby recognize Mr. Chevedden. Operator, would you please open Mr. Chevedden's conference line in order to permit him to present his proposal?
Mr. Chevedden, your line is now open, and you may proceed.
Hello, this is John Chevedden. Proposal four, shareholder vote regarding excessive golden parachutes. Shareholders request that the board seek shareholder approval of any senior manager's new or renewed pay package that provides for severance payments with an estimated value exceeding 2.99x the sum of the executive's base salary plus target short-term bonus. This proposal only applies to the named executive officers. This provision shall be included in the governance guidelines of the company or similar document and be readily accessible on the company website. The board shall retain the option to seek shareholder approval after material terms are agreed upon. Unfortunately, many companies only limit cash golden parachutes to the 2.99 figure, which means that there is no limit on non-cash golden parachutes for which shareholders have no voting power.
On another executive pay matter, while UnitedHealth stock has declined from $630 in 2024 to $315 now, it's also worth noting that Institutional shareholder services has recommended against Stephen Hemsley's executive pay up for a vote today as proposal two. This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the limit will never be exceeded. Like this proposal, the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal, the consequences are a non-binding shareholder vote is required for unreasonably rich golden parachutes. This proposal places no limit on long-term equity pay or any other type pay.
This proposal thus has no impact on the ability to attract executive talent and does not discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that overly rich golden parachutes be submitted to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters. This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes. This proposal topic also received between 51% and 65% support at FedEx, Spirit AeroSystems, Alaska Air, and Preserve. Please vote yes to shareholder vote regarding excessive golden parachutes proposal four.
Thank you, Mr. Chevedden. At this time, all proposals have been presented, and the window to submit questions online, both with respect to the proposals as well as any general questions, is closed. We have received one question regarding the proposals, and that will be addressed now. The question is, what changes to executive compensation, if any, apply to Mr. Hemsley now that Mr. Witty is no longer CEO? To answer that question, I'm going to turn it to the Chair of our Comp Committee for the board, Tim Flynn.
Thank you, Chris. Thank you for the question.
Thank you, Chris. Thank you for the question. When the board asked Mr. Hemsley to return as CEO of the company, we asked him to commit to a three-year term, not as an interim CEO but a full-time CEO for a minimum of three years. At that time, the board determined it was most appropriate to award Mr. Hemsley's aggregate pay package for the same three-year term. The board sought to implement a clear, concise arrangement that was designed to maximize the alignment of Mr. Hemsley's interest and incentives to those of all shareholders and to ensure the maximization of retention for a three-year period of time.
With those principles in mind, the board developed the following compensation package: an annual cash salary of $1 million per year for three years, no annual incentive cash compensation beyond that, a one-time equity award valued at $60 million in non-qualified stock options, no additional equity awards during the three-year period. The $60 million equity award was set at the median of the 2024 compensation for peer CEOs. In other words, three times $20 million, the $60 million one-time award. Importantly, we put in a three-year cliff vesting schedule. Mr. Hemsley must stay the entire three years during any of his equity awards. The board and compensation committee strongly believes Mr. Hemsley's package is aligned with UHG 's history of strong pay-for-performance, aligned to shareholder interest, and the best way to incentivize him to stay for the three-year period. It is different than our historical pay packages.
Should Mr. Hemsley stay beyond three years, he will be fitted into our normal pay packages. Thank you for the question.
Thank you, Tim. I understand we have not received any further questions specific to the proposals being voted on. At this time, I declare the polls to be officially closed for voting on all of the items of business for this annual meeting. Following the conclusion of the meeting and Steve's presentation that follows, we will address remaining shareholder questions. Based on the tabulation of all the proxies received as of the opening of the polls at today's meeting, the Inspector of Election preliminarily reports the following: the total number of common shares represented by proxy at this meeting was 811,858,119. The director nominees named in the proxy statement have been duly elected. The company's executive compensation has received advisory approval from shareholders.
The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the company for fiscal year ending December 31st, 2024, has been ratified. The shareholder proposal requesting a shareholder vote regarding excessive golden parachutes did not pass. The final report 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-K within four business days. There being no further business to come before the meeting, in accordance with the company's bylaws, the 2025 Annual Meeting of Shareholders is now concluded, and I hereby declare the formal portion of the 2025 Annual Meeting of Shareholders adjourned. Now, Steve Hemsley, CEO of UnitedHealth Group, will make a few remarks about our business.
I would like to remind you that portions of Steve's remarks 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-K and 10-Qs. With that, I'll turn it to you, Steve.
Thank you, Chris. This morning, I'd like to offer a few comments on the state of our business and our commitment to reestablishing the performance you have come to expect from us. Before I do, on behalf of the board and the entire management team, I want to thank you for your continued support of our company. We are well aware we have not fulfilled your expectations or our own.
We apologize for that performance, and we're humbly determined to earn back your trust and your confidence. In the weeks since I've returned to this role, I've been engaging with many people inside and outside our company. The prevailing theme is that people want and need an even more reliable, consistently high-performing, and fully transparent UnitedHealth Group. They had come to depend on that, and we will restore that with urgency. They expect us at our best, and we should expect nothing but the best of ourselves as well. That is not what you've seen in our recent results. Our management team has been working with urgency through a comprehensive and methodical review of our operations from end to end, digging into every part of the organization to evaluate how we have been performing and to improve that performance.
I believe we have the means and the people to perform to our true potential. While these efforts are underway, we've begun to address several critical areas. The most immediate area of focus will be our pricing disciplines. Clearly, we have gotten things wrong. We underestimated care activity and cost trends and generated outsized growth. We are intensively examining our approaches and have already begun to make improvements, including, most notably, a significant retooling of our efforts to ensure more precise and more accurate forecasting of both care and financial activity. We have incorporated our elevated care activity experience into the Medicare Advantage bid submitted to CMS this week and will continue to do so into our commercial pricing as well. We are focused on Optum Health, ensuring its operations and processes evolve quickly to support the consistent performance it is capable of.
Optum Health is in its formative stages. It is critical to helping drive the essential evolution of American healthcare from a transactional fee-for-service model to value-based care, which delivers better health outcomes and does so at lower costs. This is not a simple transition, but there is no better mechanism to address the challenges facing American healthcare than value-based care, which aligns incentives and incentivizes physicians and their care teams to get ahead of disease rather than chasing symptoms, helping people experience more years of good health and less time navigating healthcare. Greater operational rigor and maturity for Optum Health will also afford a more solid footing to give us more reliable views of future performance. We will work to provide our shareholders with better clarity and understanding around the financial drivers of Optum Health, particularly as we move through the final phases of the risk model transition.
Importantly, I'm returning to the company with a fresh perspective on some of the most publicly discussed matters. In that light, I'm introducing new initiatives to include a comprehensive review of all our policies, our practices, and the associated processes and performance measures for risk assessment coding, for managed care practices, and for pharmacy services. We will use authoritative, independent experts to evaluate and assess these reviews and will modify our approaches where appropriate. Applying the best technology resources available, we will continue to strengthen and advance our existing audit compliance with these practices on a continuous basis and repeat the independent review process to update our practices and reaffirm our compliance annually. We will be publicly transparent with these review processes to all stakeholders so you can have the same confidence we have with this work.
Lastly, we have started realigning our management team and management processes over the last several weeks, including changes at UnitedHealthcare and Optum, to ensure we have the right leadership in place going forward. This process will be ongoing as well. With our second quarter report on July 29, we will establish a prudent 2025 earnings outlook and offer initial perspectives for 2026. Across the enterprise, our pricing decisions and benefit designs for the next year are being fully shaped with an abundance of respect for the trend factors we noted in May and the environment we find ourselves in today and see going forward. It has never been more evident to me that we need to reinvigorate the performance culture and disciplines that have long been the hallmark of this company to more effectively navigate through this dynamic period.
We will continue to invest in our patients and care providers, as well as our customers and workforce, while still operating in a lean, efficient, and fast-responding manner. We believe we are well-positioned to deliver better outcomes and experiences for stakeholders throughout the health system and drive innovation and simplicity to serve more people in more meaningful ways. I also want to make clear we will be doing these things and many more with a long-standing purpose in mind: to better fulfill the mission of our company, to help people live healthier lives, and to help make the health system work better for everyone. By applying private capital effectively, we can accomplish enormous public good in ways that are complementary to public efforts. Today and every day, there are millions of people who are counting on this company for their healthcare.
We are acutely aware of the extraordinary privilege and responsibility to serve this vital element of the human experience while also helping advance and fundamentally improve the health system. We also understand what a great privilege and responsibility it is to be entrusted with your capital. We are committed to greater engagement with you as we work to improve our performance in the rest of 2025 and in 2026 and beyond. In doing so, returning to what you've expected from us for many years, delivering consistent positive results quarter after quarter, year after year. Thank you.
Thank you, Steve. We'll now turn to our general question-and-answer session. We have four questions that have been submitted. The first one is, will you provide specific data on the factors used by AI in denying care that overrides physician/provider team assessment?
Yes, but I'll ask Wyatt Decker, Chief Medical Officer, to respond to that.
Yes. Thank you, Steve, and thank you for the question. Just to be clear, we use AI to make healthcare better and to support our providers, reducing administrative burden. We do not use AI to deny care or tell our doctors or nurse practitioners how to practice. We believe that there's a terrific future for healthcare when providers are supported by smart systems that can put pressing needs and suggestions in front of them, frankly, at their fingertips. We are on the front edge of that technology with decision support for our physicians. We're pleased to provide that and reduce administrative burdens to our practicing doctors, nurse practitioners, and physician assistants. Thank you.
Thank you, Dr. Decker. The second question is, is there a retirement age for UNH directors?
We don't have a hard policy in terms of retirement, but we do have guidelines. Those guidelines take us to about the age of 75. We have been managing within those guidelines.
Thank you, Steve. The third question is, how long will it take the company to get back to normal margins on the MA business? Could this be fixed in 12 months- 18 months?
I would say that that is a question around financial matters, and we have suspended guidance and are endeavoring not to respond to questions that are basically oriented around that until we reestablish guidance on July 29. I would say that, as I said in my prepared remarks, we have taken strong action to reflect everything that we are seeing and what we are projecting into our pricing for CMS, which is being delivered this week. I assure you that we are focusing on margin and from that point of view. Thank you.
Thank you, Steve. The last question is, can you provide an update of your knowledge regarding government investigations?
Yes. I think, Chris, that you should really respond to that in terms of general counsel.
Sure. We will not typically discuss or speculate on open government investigations. I can tell you that matters that are material to the company will show up in our SEC filings. At this point, we have disclosed what we are required to do. With that, I understand we have no further questions from the shareholders. Thank you for joining us today.
The meeting has now concluded. Thank you for joining and have a pleasant day.
The host has ended this call. Good.