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AGM 2019

Jun 3, 2019

Speaker 1

Get started. Good morning, ladies and gentlemen. I'm Dave Wickman. I'm the Chief Executive Officer of UnitedHealth Group Incorporated. And as the Chief Executive Officer, I have the privilege of calling this meeting to order and welcoming all of you to our 2019 Annual Shareholders Meeting.

Before proceeding to the business of the meeting, I'm pleased to introduce our Board members who are in attendance at this meeting this morning. Please stand as I introduce you Steve Hemsley, our Executive Chairman of the Board Bill Ballard Richard Burke, Lead Independent Director Tim Flynn Michelle Hooper Bill McNabb, Doctor. Valerie Montgomery Rice, Doctor. John Noseworthy, Glenn Renwick, and Gail Wilinski. I'm also pleased to introduce the following members of the Office of the Chief Executive of UnitedHealthcare Steve Nelson, Executive Vice President and Chief Executive Officer, UnitedHealthcare John Rex, Executive Vice President and Chief Financial Officer Maryann Short, Executive Vice President and Chief Legal Officer Ellen Wilson, Executive Vice President and Chief Human Resources Officer Andrew Witty, Executive Vice President and Chief Executive Officer, Optum Dirk McMann, President and Chief Operating Officer, UnitedHealth I'm sorry, Optum Dan Schumacher, President and Chief Operating Officer, UnitedHealthcare.

Also, we have Doctor. Dick Migliore here as well, who is our Chief Clinical Officer, in case there's any questions for him. At this time, I'd like to introduce Terrence Lynch and Chris Toppin, representatives of Deloitte and Touche LLP. Can you stand? I will act as the Chair of the Annual Meeting and Danette Smith will act as Secretary for this meeting.

We'll now proceed with the meeting. I'll ask Danette to conduct the formal portion of the meeting and then I'll be back with a few remarks.

Speaker 2

Thank you, Dave. We've made available to you this morning an agenda for the meeting as well as the guidelines and procedures to be followed during the course of the meeting. In the interest of openness and fairness to all shareholders attending today's meeting, we will 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 19, 2019, to each shareholder of record on April 9, 2019. I have copies of the notice of the annual meeting, the 2019 proxy statement, the form of proxy for the meeting and the annual report. I also have the affidavit from Broadridge Financial Solutions showing that these documents or a notice of Internet availability were provided 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 C. T. Hagberg LLC has been appointed as as the Inspector of Election for the Annual Meeting and he is standing in back. 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. Hegberg has taken and signed an oath to execute faithfully the duties of Inspector of Election with strict impartiality and according to 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 determination of shareholders entitled to receive notice and vote at the meeting was the close of business on April 9, 2019. As of that date, the company had outstanding 952,244,528 shares of common stock, the only class of stock issued and outstanding.

Each share is entitled to one vote. Mr. Hagberg has a list of the holders of record of the company's common stock entitled to vote at the meeting, the list has been certified by an officer of EQ 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, 860 100 and 35,372 shares of common stock out of a total of 952,244,005 128 shares of common stock outstanding on the record date.

Therefore, a quorum is present. It's declared that the meeting is duly constituted, has been duly convened and is ready to proceed with the transaction of business. At this time, I declare the polls to be open for voting on all items of business for the meeting. If you wish to vote and have not already done so, please proceed to the Inspector of Election table located at the back, and I think we confirmed that everyone has voted. If you've previously voted, there is no need to vote by ballot unless you want to change your prior vote or 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 Bill Ballard, Richard Burke, Tim Flynn, Steve Hemsley, Michelle Hooper, Bill McNabb, Valerie Montgomery Rice, Doctor. John Noseworthy, Glenn Renwick, Dave Wickman and Doctor. Gail Walensky to serve as Directors of the company. The second item of business is to consider and vote on a proposal related to advisory approval of the company's executive compensation.

The 3rd 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 fiscal year ending December 31, 2019. The 4th item of business is to consider and vote on a shareholder proposal requesting an amendment to our proxy access by law, which was included in our 2019 proxy statement. The shareholder proposal was submitted by John Chevedden. I hereby recognize Sister Mary Anne O'Ryan, representative for John Chevedden. Sister O'Ryan, will you please present the proposal at the microphone?

Speaker 3

Good morning. Proposal 4, enhanced shareholder proxy access. Shareholders ask the Board of Directors to amend the proxy access by law provisions and any associated documents to include the following change. No limitation shall be placed on a number of stockholders who can combine their shares to achieve the 3% of common stock required to nominate directors under the company's proxy access provisions. Under current provisions, even if the 20 largest public pension funds were able to combine their shares, they would not meet the 3 percent criteria for a continuous 3 years at most companies examined by the Council of Institutional Investors.

Additionally, many of the largest investors in major companies are routinely passive investors, would be unlikely to be part of the shareholder proxy access process. UnitedHealth has a strict 20 participant limit for shareholder proxy access. Under this proposal, it is likely that the number of shareholders who participate in shareholder proxy access would still be a modest number due to the rigorous rules the company adopted for shareholders to make use of shareholder proxy access. Plus, it is easy for management to screen potential proxy access participants because management simply needs to find one item lacking from a list of requirements. This proposal would also put shareholders in a better position to ask for Board refreshment.

For instance, at least 4 directors had excessively long tenure, which was made worse by elevating these directors to greater responsibility. Long tenure can seriously erode director independence at shareholder expense. For instance, 2 members of the executive pay committee each had 25 years tenure. The majority of the nomination committee had an average tenure of 33 years. Unfortunately, the company response to this proposal is that since the company has some good practices, shareholders should take a blind eye to any improvement.

Please vote yes, enhance shareholder proxy access, proposal number 4. Thank you.

Speaker 2

Thank you, Mr. O'Rayan. The shareholder proposal will be approved if holders of a majority of shares of our common stock present to vote for the proposal. Under Delaware law, abstentions have the effect of a vote against the proposal and broker non votes have no effect. Everyone who wishes to vote had previously indicated that they had done so.

So I now declare the polls to be officially closed for voting on all items of business for the annual meeting. Based on the tabulation of all 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 the meeting was 860,535,372 shares, which is just over 90% of the shares outstanding. Approximately 95% of the votes cast elected the 11 director nominees. Therefore, all 11 director nominees have been elected by the Board of Directors. Over 95% of the shares present voted for advisory approval of the company's executive compensation.

Over 98% of the shares present ratified the appointment of Deloitte and Touche LLP as the company's independent registered public accounting firm for the year ended December 31, 2019. Under 27 percent of the shares present voted for the shareholder proposal requesting an amendment to the proxy access by law. Therefore, the proposal did not pass. The final report of the Inspector of Election with the final tabulation will be filed with the records of the meeting and the final results will be reported in a Form 8 ks filed with the SEC by Friday, June 7, 2019. There being no further business to come before the meeting, in accordance with the company's bylaws, the 2019 Annual Meeting of Shareholders is now concluded, and I hereby declare the 2019 Annual Meeting of Share Dave's remarks, which 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 statements section of our 10 ks and 10 Q.

Speaker 1

Thank you, Danette, and thank you again for joining us today. Gathered here today, as indicated, our Board of Directors, our senior leadership team, many of other senior leaders are here as well. And there's also many of our employees that are joining across the enterprise in the U. S. And worldwide via online webcast.

On behalf of the nearly 310,000 people at UnitedHealth Group, I want to offer our profound gratitude to you, our shareholders. You're critical to the success of our business and the success of our mission that is the driving force behind everything that we do, helping people live healthier lives and helping make the health system work better for everyone. The path we take on that mission is the triple aim of healthcare. We're committed to creating better access for more people to higher quality healthcare at lower costs with an improved patient and physician experience. In short, we are intensely focused on delivering more value for healthcare consumers and for society broadly.

Your investments in us make that possible. What we've achieved together is impressive. We now proudly serve 142,000,000 people across the globe. We've become a healthcare company, involved in virtually every aspect of this socially sensitive industry, including 85,000 clinical Neighborhood Healthcare Centers, where we provide quality, affordable walk in primary and urgent care. We now serve nearly 25,000,000 patients globally, receiving direct care through 1,000 primary urgent and surgery care centers in the U.

S. And within owned health systems in 5 other countries. We provide 1,000,000 surgical procedures annually at 50% to 75% lower cost than hospitals and are more efficient and effective ambulatory surgery centers here in the United States. 1,300,000,000 prescriptions are processed annually, saving people nearly $1,000 per person on average, and with UnitedHealthcare leading the market in the application of pharmacy rebates at the point of sale, one of the few companies in America bringing greater pharma affordability to people. We operate the only dedicated healthcare financial services business and bank, over $10,000,000,000 in assets under management.

We invest an average of $10,000,000,000 per year in technology and innovation, internally developed and open sourced through M and A and other means. And we help people finance their planned and unplanned healthcare needs through insurance, public private partnerships and other mechanisms. We're in the early stages of our mission. We are constantly growing and innovating, and with your support, we are building in even more momentum this year. We are steadfastly committed to maintaining your confidence with a long term growth rate earnings growth rate of 13% to 16% and continued distinctive shareholder returns.

We are focused on 5 specific areas where we see we can add value and significantly grow. In each of these 5, we have the information, the clinical insights, technology, skills, and the emerging market positions to do the most good for the people we serve. We're accelerating digital health with approaches like our Rally Consumer Health Engagement platform and the release of the first of its kind individual health record here in the United States. We're reinventing healthcare delivery through our own and expanding direct care delivery capabilities and commitment to accountabilities of better outcomes. We're transforming pharmacy care services with our market leading efforts to deliver value and savings directly to consumers, while supporting physicians in prescribing medications within the workflow of their practice.

We're building modern consumer centric benefit designs for all people we serve, leveraging superior care delivery, pharmacy, and digital capacities to fit the unique needs of people. And we're beginning to exchange innovative and consumer focused approaches beyond the United States, starting with establishment of a full range of healthcare capabilities in South America. Our focus on these five growth areas is helping us build a better system that is more informed, more engaged, and more aligned. For people, their doctors and the private and public sectors work together to improve individual health, while increasing the performance of the entire health system for everyone, everyone. That's an important part of our servant led culture here.

Each person, every interaction matters. Every day, we put the needs of those we serve first, one person, one interaction at a time, building trusting relationships and customer loyalty. Through nearly a trillion transactions per year, we earned the opportunity to serve even more people in more ways, and we grow. In turn, we deliver exceptional returns for society and for you, our shareholders. For 45 years, UnitedHealth Group has grown consistently through a full range of macroeconomic, healthcare, legislative and policy conditions.

We have adapted, adjusted and delivered value and grown in every changing environment. We will continue to deliver a better experience and improved outcomes while we lower costs. Increasing value we can offer to the people we serve will determine our future, and that value is rising at an accelerating pace. We see that in the growth of our businesses and through the deployment of a rigorous net promoter system. We remain committed to our goal of achieving an NPS of 70 by 2025, and we are steadily pacing towards that achievement, 1 consumer, 1 customer, 1 care provider at a time.

An improved customer and consumer experience is the cornerstone of the foundation we are laying for our future, but there is much more. We continue to prioritize research and development, venture and other strategic investments and activities as we diversify and expand our business. We have a robust investment in the coming wave of healthcare innovation, a movement we intend to lead. We are relentlessly pursuing our multi year, multi $1,000,000,000 effort to dramatically improve our medical and operating cost basis for the benefit of the people we serve and society as a whole. Taken together, we expect continued and sustained growth and measured progress for society and for you, our UnitedHealth Group shareholders, this year in 2020 and for years to come.

Again, you play a key role in all of this. Your commitment of capital, along with your trust in us and the work we do make all this possible. Thank you for being here and for your continued confidence in UnitedHealth Group. Now, we'll open the floor for your questions. Okay.

Seeing none, there are no questions. This concludes today's meeting. I want to thank you for your attendance today.

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