Faith-based Investor Sues UnitedHealth Group to Protect Shareholder Rights and Address Healthcare Transparency
Lawsuit Comes at a Time of Mounting Shareholder Concerns as a Result of SEC Policy Changes
NEW YORK, NY, FRIDAY, MARCH 20, 2026 — Earlier today a faith-based investor filed a lawsuit in the United States District Court for the District of Columbia against UnitedHealth Group (UNH). The lawsuit seeks to compel the healthcare giant to include a shareholder proposal regarding the consumer impacts and other consequences of its aggressive acquisition and vertical integration strategies in its 2026 proxy materials, after the company announced its intention to unilaterally exclude the proposal from its proxy.
The lawsuit was filed during a pivotal period for shareholder rights in the U.S. In November 2025, the Securities and Exchange Commission (SEC) announced that it would no longer review company requests to exclude shareholder proposals, and that companies that unilaterally omitted proposals would instead receive a letter from the SEC stating that they had “No Objection” to the omission. For decades, the SEC’s involvement provided meaningful guidance to companies and investors and facilitated a successful private ordering process that often led to productive negotiations between companies and shareholders.
As these developments took shape, many investors sounded the alarm about the chilling effect that these changes could have on shareholder engagement. Corporate governance experts expressed concern that in the absence of meaningful guidance from the SEC, companies could face legal risk if they were to unilaterally exclude a proposal from the proxy. As a result of the shift in policy, there have already been at least five lawsuits filed by shareholders against companies that sought to exploit these rule changes, and three of these cases have already settled.
With the proposal at UNH, the proponents asked the company’s Board of Directors to publish a report detailing the healthcare impacts of its acquisitions strategy over the last decade. The lead filer was the Congregation des Soeurs des Saints Noms de Jesus et de Marie, a member of the Interfaith Center on Corporate Responsibility (ICCR) –a coalition of more than 300 faith- and values-based investors. The proposal raised serious investor concerns that UHG’s “vertical integration creates risks for the healthcare system, which are amplified by the company’s status as the nation’s largest health insurer.”
After the filing, UNH notified the proponent and the SEC of its intent to unilaterally omit the proposal, claiming the request is “ordinary business” and an attempt to “micromanage” the company, despite the fact that the SEC had allowed a similar proposal at a different company last year.
In response, legal representatives for the filers put in a response asserting that UNH could not exclude the shareholder proposal because its focus—the healthcare consequences of UNH’s extensive acquisitions—is a significant policy issue that goes beyond ordinary business matters. Those representatives further argued that UNH’s size, vertical integration, and the public concern surrounding its acquisitions create a strong nexus justifying shareholder scrutiny of the healthcare impacts of the company’s actions.
Because of the new SEC policy, the proponent’s response was not taken into consideration, and UNH’s unilateral omission of the proposal was instead rubber-stamped by a “No Objection” letter from the agency. For this reason, the proponent was forced to bring this action, to compel the company to put the proposal on this year’s proxy.
“UnitedHealth’s attempt to keep this proposal out of public view combines bad faith and bad behavior,” said Meg Jones-Monteiro, Senior Director for Health Equity and Evaluation at ICCR. “There are good reasons to be concerned that the acquisition strategies UnitedHealth has employed have led to less competition across the sector and a harsher and more expensive healthcare sector for patients and their families. Demanding transparency about these impacts is a reasonable and prudent request.”
“Last year we submitted our resolution with UnitedHealth because we knew that sunlight is the best disinfectant and that shareholders have a right to clarity around how strategic decisions made by corporate leaders will impact the value of their shares and the wider sector in which they operate,” said Timnit Ghermay, a representative of the Congregation des Soeurs des Saints Noms de Jesus et de Marie, the plaintiff in the lawsuit. “Rather than work with us on our reasonable request, UnitedHealth decided to try and exploit the ongoing lack of both vigilance and commitment to accountability on the part of the SEC’s current leadership. This lawsuit is in response to those attempts and flows from our belief that our rights as shareholders are worth defending.”
About the Interfaith Center on Corporate Responsibility (ICCR)
The Interfaith Center on Corporate Responsibility (ICCR) is a broad coalition of more than 300 institutional investors collectively representing over $4 trillion in invested capital. ICCR members, a cross-section of faith-based investors, asset managers, pension funds, foundations, and other long-term institutional investors, have over 50 years of experience engaging with companies on environmental, social, and governance (“ESG”) issues that are critical to long-term value creation. ICCR members engage hundreds of corporations annually in an effort to foster greater corporate accountability. Visit our website www.iccr.org and follow us on LinkedIn, and Bsky.
