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.

Our Guide features ICCR member-sponsored proposals for 2026 corporate proxies along with a preliminary overview of the proxy season. Please feel free to share this resource widely with your networks. And, if you are an investor, we urge you to exercise your shareholder rights by voting your proxies.

Please join us on Friday, 3/20 from 11:30 am to 12:30 pm ET for a preview of ICCR members’ 2026 shareholder proposals and our 2026 Proxy Resolutions and Voting Guide.

Our webinar will help contextualize the more than 400 resolutions filed by ICCR members for this proxy season, with a deeper discussion by proponents of the rationale for key initiatives.

Learn about ICCR member resolutions on the following topics:

The impacts of growing AI-driven data center energy demand, including a shifting of costs for new data center construction onto residential consumers, and an expansion of fossil-fuel infrastructure;
The human rights risks for companies involved in U.S. immigrant detention and deportation, and the reputational risks faced by retail stores where day laborers who gather for hire are vulnerable to federal immigration raids;
How growing regulatory pressure, litigation, and consumer demand for transparency are creating risks for food and beverage companies using additives in their products; and,
The necessity of strong guardrails for AI to prevent and mitigate potential legal, reputational, and customer trust risks.

As always, there will be a Q&A after the presentations where you will be invited to ask questions of the presenters.

All registrants will receive a link to download the Guide following the webinar.

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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

Shareholders in leading food and beverage companies today announced that they had filed a series of proposals for 2025 proxies requesting that those companies disclose their processes and policies for assessing and managing the health, financial and brand risks involved with the use of additives in their products. The filing comes amid mounting public concern around the use of chemical additives in the American food supply and their impact on the health and wellbeing of the consumer public.

In recent decades, a lax regulatory environment around the food and beverage industry has created a situation in which companies, rather than the FDA, are primarily responsible for the approval and use of Generally Recognized as Safe (GRAS) chemical additives in their consumer products. The proposals, submitted recently to several of the biggest corporations in the sector, request more public disclosure around company policies on the use of GRAS additives and the establishment of more robust and transparent food safety policies.

The proposals were filed at Coca-Cola ($KO), PepsiCo ($PEP) and Mondelēz ($MDLZ).

“Food and beverage companies have a moral responsibility to consider the long-term health consequences for people who are the consumers of their products,” said Laura Krausa, System Director of Advocacy Programs for CommonSpirit Health. “Recent changes in the regulatory landscape and growing concerns and even anger among the general public about the U.S. food supply mean that there is significant reputational risk in not being seen as taking those concerns seriously. With this proposal, we are encouraging corporate leadership to set a powerful example and safeguard long-term value and brand by adhering to a more rigorous standard of transparency around this aspect of product development.”

“For faith-based investors, protecting human health—especially children’s health—is a moral imperative. Our tradition teaches that stewardship includes safeguarding both human health and long-term corporate value,” said Christopher Cox, Executive Director of Seventh Generation Interfaith Coalition for Responsible Investment. “These proposals simply ask some of the most well-known companies in the American food and beverage sector to take responsible, transparent steps to protect consumers, strengthen trust, and reduce preventable risk. There is immense win-win potential in these resolutions securing wide approval.”

“The widespread breakdown of trust between the American people and companies is undeniable but it is not irreversible,” said Meg Jones-Monteiro, Senior Director for Health Equity and Evaluation at the Interfaith Center on Corporate Responsibility. “In many cases the way forward and course of action to enhance both consumer and investor confidence is clear and completely achievable. That course calls for a new approach that prioritizes transparency, rigor and a willingness to adhere to evidence-based practices. It will also help companies get ahead of increasing state-level legislation and potential federal regulation on this critical topic.”

The proposals are expected to be voted on by shareholders at the annual meetings of the food and beverage companies this spring.

Investor Statement on AI in Healthcare

While there are many concerning provisions in the “One Big Beautiful Bill Act” (OBBBA), one stands out for us: the provision imposing a 10-year moratorium on state and local regulations of artificial intelligence (AI). This measure, embedded within the broader budget reconciliation package, aims to centralize AI oversight at the federal level, effectively overriding existing state laws and preventing new ones from being enacted. The bill would nullify over 60 existing state-level AI regulations and halt the progress of hundreds of proposed bills attempting to erect sensible guardrails around the use of AI to address issues such as algorithmic bias, privacy breaches, and automated decision-making. If enacted, the ban would have far-reaching impacts on Americans’ human rights and civil rights, and would likely undermine our citizens’ public health well into the future.

Overall, we know that technology companies are influencing politicians to weaken oversight, through the OBBBA and other means; some technology companies donated over $1 million each to the inauguration fund. Subsequently, the President wiped away former President Biden’s executive order that called for a balance between positive impacts of AI’s growth and the need for ethical guardrails and consideration of risks to privacy and job loss. This kind of relationship highlights the need for state and local governments, who may not be as compromised as the federal agencies, to take the lead in common-sense regulations.

Some of the in-place regulations that would be rendered useless include laws that protect against AI-generated explicit material, prohibit “deep-fake” content that misleads voters and consumers, require indications to consumers that they are interacting with types of AI, and other protective measures. Importantly, many of the state laws instituting comprehensive data privacy include provisions that provide consumers the right to opt out of certain types of automated decision-making, and require businesses to conduct risk assessments before using high-risk automated profiling.

Investors have been calling for AI accountability and transparency by pressing healthcare companies to acknowledge where the risks of algorithmic harm exist and to disclose their plans for preventing, identifying, and mitigating these harms throughout their product lifecycles. As the use of AI in health care continues to proliferate, so too do concerns about privacy and the potential for algorithmic bias to negatively impact patient safety, equity of care, and treatment decisions.

Companies that create and market healthcare technologies, such as clinical support decision tools and electronic health records have a responsibility to ensure that these products don’t unintentionally contribute to or exacerbate healthcare inequities or discriminatory practices. By completely removing a state’s ability to implement practical regulations around the use of these products that will safeguard the rights of their constituents, Congress is effectively creating a wild west wherein companies will essentially write their own rules, to which we will all be subject.

While much of how healthcare corporations use AI is unknown, the harms have been much more public. Just a few examples include:

UnitedHealth Group / Optum – AI Algorithm and Denial of Care.Lawsuits alleged that an Optum algorithm was used to systematically deny rehabilitation care to Medicare Advantage patients based on projected outcomes, not clinical evaluations.
IBM Watson Health – Misleading Cancer Treatment Recommendations. IBM’s Watson for Oncology, marketed as an AI tool for cancer diagnosis and treatment planning, was criticized for producing unsafe or incorrect treatment suggestions.
Cigna – Algorithmic Claim Denials at Scale.In 2023, ProPublica and The Capitol Forum reported that Cigna doctors used a proprietary algorithm known as “PXDX” to automatically deny thousands of insurance claims without reviewing individual patient records.
CVS Health / Aetna – AI-Based Fraud Detection and Claim Denials.AI tools used to detect fraud and assess claims have allegedly led to wrongful denials or delays in legitimate insurance claims.
Teladoc Health – AI Chatbot Safety and Miscommunication Risks.Teladoc and similar virtual care platforms have faced scrutiny over their use of AI chatbots for triage or behavioral health assessments, raising liability and safety concerns.

Said Lydia Kuykendal Director of Shareholder Advocacy for Mercy Investment Services, “Regulations play a vital role in patient and customer safety. Giving corporations a blank slate to create whatever AI-driven technology they can imagine without having to worry about any consequences is alarming and possibly deadly. In the absence of comprehensive federal regulation, we must allow for common-sense state and municipal oversight of these potentially harmful innovations.”

The risks here are clear and present for healthcare companies choosing to push the boundaries of what AI should and should not do. What happens when something goes wrong? If an AI tool makes a clinical decision that is incorrect, how is the aggrieved party compensated for their loss? Data privacy issues also abound. We know that every year, corporations make billions of dollars from selling our data, a problem that becomes even more severe when we include personal health information. Finally, we know that AI systems are trained on publicly available data: Data that has proven time and again to have racial, ethnic, gender, and age biases. There is no question that tools and public health systems designed with these data sets will fall prey to the same biases that plague the data used to train them.

When it comes to our health, speed should never come at the cost of safety, fairness, or human dignity. Removing states’ ability to regulate the use of AI to protect their citizens will have serious consequences for both patients and business.

UnitedHealth Group’s very bad year, what it means for healthcare reform, and 3 predictors happening right now.

As annual meetings approach, publicly traded companies navigate the inclusion of shareholder resolution proposals in their proxy materials. These companies often seek assurances from the Securities and Exchange Commission (SEC) regarding the exclusion of certain proposals, aiming to avoid potential enforcement actions.

Publicly traded companies frequently seek guidance from the Securities and Exchange Commission (SEC) regarding the inclusion or exclusion of shareholder resolution proposals in their materials for annual meetings. This practice, while standard, has sparked debate about the potential for SEC influence on corporate decision-making and shareholder rights.

Eden Prairie-based health care giant said one proposal missed a filing deadline, while the other was “impermissibly vague.”

Faith-based Investor Sues UnitedHealth Group to Protect Shareholder Rights and Address Healthcare Transparency

Investor Statement on AI in Healthcare