A quiet SEC policy change is letting corporations like UnitedHealth sidestep shareholder scrutiny — prompting a group of Catholic nuns to take the fight to federal court.
A Canadian religious group, Mission Fund, is suing UnitedHealth Group because the company did not include the group’s proposal for reporting on acquisition consequences in its 2026 proxy materials, according to a March 20 filing in the federal district court in Washington, D.C.
A faith-based group known for activist investing is suing UnitedHealth Group over the company’s failure to provide details on how its history of mergers and acquisitions have impacted the price of patient care and overall access to services.
An activist investor is suing UnitedHealth Group in a bid to pressure the company to include details on the impact of its vertical integration activities in its annual proxy filing.
A coalition of faith-based investors has filed a lawsuit against UnitedHealth Group, seeking detailed disclosure on how its vertical integration affects patients and competition.
In the Chutes department, once again UnitedHealth Group can’t catch a break. This time it’s a shareholder lawsuit by a Quebec-based religious non-profit group, Fond des Missions
The shareholders, members of the Interfaith Center on Corporate Responsibility, have been trying to get the healthcare juggernaut to share more information about its controversial business practices.
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.
Request comes amid growing public alarm about corporate consolidation in the healthcare sector.
New York, NY, December 2025 — A coalition of faith- and values-based investors has filed a new shareholder resolution calling on UnitedHealth Group Inc. (“UNH”) to publish a report analyzing and describing the healthcare consequences of its corporate acquisition strategy. The request comes as public alarm and regulatory concern grow about the likelihood that UNH’s vertical integration strategy is leading to less effective and more expensive care for patients and other consumers across the country.
Acquisitions have been a central driver of UNH’s growth strategy over the past decade. As a direct result UNH now employs more physicians than any other company or organization in the United States. This has granted UNH immense influence over the experiences of patients across the country through their direct role in access to, quality, and delivery of care. In recent years, the company has purchased more than 300 surgery centers, acquired Change Healthcare to absorb its leading role in medical payment processing and analytics and bought LHC Group, the third-largest home healthcare provider. Most recently, UNH closed on its purchase of Amedisys, a major home health and hospice company.
In addition to requesting the report the resolution articulates risks to patients and the wider healthcare sector associated with UNH’s vertical integration strategy, including:
- Physician practices and facilities owned by UNH may receive preferential reimbursement compared to independent providers, reducing patient choice and access to care and undermining small health-focused businesses across the country.
- Narrow networks and care management protocols can steer patients to UHG-owned facilities, leading to delays, higher out-of-pocket costs, or foregone care.
- Clinical outcomes may be affected, as studies have shown increased complications in certain procedures following physician integration with large systems.
The report requested in this latest shareholder resolution would help foster more robust transparency through the disclosure and description of data, including patient outcomes before and after acquisitions, prior authorization trends, and changes in the design and structure of provider networks.
“With healthcare costs skyrocketing across the United States and a growing number of American families losing their access to healthcare altogether, there is an urgent need for more transparency around the conduct and impact of the health sector’s most influential players,” said Timnit Ghermay of the Congregation des Soeurs des Saints Noms de Jesus et de Marie, lead filer on the resolution. “Sunlight is the best disinfectant. With this resolution, shareholders are hoping to gain a clearer sense of what UNH’s conduct and growth strategy has meant and will continue to mean for the health and wellbeing of the American public. The clarity this requested report would bring about can only help create a more data-driven, evidence-based and responsive healthcare system.”
“Healthcare in the United States is unaffordable,” said Lydia Kuykendal, Director of Shareholder Advocacy at Mercy Investment Services, Inc. “Every year, we spend more money than any other nation only to get sicker and deeper in debt. For insight into this problem, it’s important to monitor UnitedHealth Group (UNH), as it’s one of the largest corporate entities in the healthcare ecosystem. As shareholders of UNH, we believe that it is vital to understand how the expansion of the company beyond the traditional insurance business model impacts the delivery of healthcare. A report outlining information around these impacts could help investors better understand the risks and possible opportunities for this new enterprise.”
“With over $400 billion in annual revenue and nearly 2,700 subsidiaries, UnitedHealth has its hands in nearly every aspect of American health care,” said Wendell Potter, President of the Center for Health and Democracy. “It sells insurance through UnitedHealthcare. It delivers care through Optum’s 90,000 doctors. It manages prescriptions for 62 million people through OptumRx. And through Change Healthcare, it acts as the claims processing middleman for more than one-third of the U.S. health care system. In short, it’s the closest thing we’ve ever seen to a single-payer system in America—only it’s run for profit. And the public and shareholders should have far more transparency into this behemoth.”
CONTACT:
Alex Tucciarone
Director of Communications
Interfaith Center on Corporate Responsibility (ICCR)
atucciarone@iccr.org
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, Bsky Social, and Facebook.
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