UnitedHealth Group Inc. | Interfaith Center on Corporate Responsibility

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<strong>Company:</strong>
<p>UnitedHealth Group Inc.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Independent Board Chairs </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman.<br> <br>The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit.</p>
<p dir=”ltr”>An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. </p>
<p dir=”ltr”>An independent Board Chairman could also help UnitedHealth (UNH) deal with future headwinds like those that emerged in 2025:</p>
<p dir=”ltr”>UNH faced significant financial setbacks, including cutting and eventually withdrawing its 2025 financial outlook, due to higher-than-expected medical costs, particularly in Medicare Advantage. These issues led to the abrupt resignation of CEO Andrew Witty in May 2025 and a significant drop in the stock price.<strong> </strong></p>
<p dir=”ltr”>Senators Ron Wyden and Elizabeth Warren launched a major investigation into UNH’s alleged incentive programs that reward nursing homes for keeping hospitalization rates below a certain threshold, even if it harms vulnerable residents. </p>
<p dir=”ltr”>The U.S. Department of Justice is conducting civil and criminal investigations into UNH for possible Medicare fraud, focusing on whether UNH and its Optum subsidiary inflated the sicknesses of Medicare Advantage members to obtain higher government payments.</p>
<p dir=”ltr”>UNH faced multiple lawsuits, including one from the California Public Employees’ Retirement System (CalPERS), which alleged UNH misled shareholders about its illegal billing schemes.</p>
<p dir=”ltr”>Following a major cyberattack in 2024 on its Change Healthcare subsidiary, UNH faced lawsuits from medical providers. The data breach affected over 190 million people.</p>
<p dir=”ltr”>A New York Times investigation revealed UHH had a widespread campaign to suppress negative information, using threats of lawsuits to force news organizations and activists to remove critical reports from Amazon and Vimeo platforms. This drew further public anger following the murder of the UNH CEO in late 2024, which sparked a broader consumer outcry over UNH practices.</p>
<p dir=”ltr”>UNH is facing scrutiny for allegedly steering patients toward its own Optum-owned facilities, a move criticized as anticompetitive. The Federal Trade Commission also sued UNH’s PBM (pharmacy benefit manager) OptumRx over practices that allegedly inflate drug prices. </p>
<p dir=”ltr”>Despite promises to ease prior authorization requirements the American Medical Association reported that little improvement had been seen.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<strong>Focus Area:</strong>
<p>Access & Affordability, Health Insurance </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>Resolved: </strong>UnitedHealth Group Inc. (“UHG”) shareholders request that its Board of Directors publish a report, at reasonable expense and omitting proprietary and confidential information, describing the healthcare consequences of its acquisitions over the past 10 years. </p>
<p><strong>Supporting Statement</strong></p>
<p>Acquisitions have been a key driver of UHG’s business strategy in recent years. For example:</p>

Its subsidiary Optum employs more doctors than any other organization, following a series of acquisitions.[1]
UHG has acquired over 300 surgery centers,[2] many located in areas where UHG is the dominant Medicare Advantage insurer.[3]
Pharmacy benefit manager (“PBM”) OptumRx, a UHG subsidiary, processed the third-largest number of prescriptions nationwide in 2024,[4] and UHG operates several types of pharmacies.[5]
With the acquisition of Change Healthcare in 2022, UHG assumed a dominant role in medical payment processing, analytics, and revenue management.[6]
In 2022, UHG bought LHC Group, the third-largest provider of home healthcare services,[7] and it recently closed on the purchase of Amedisys, a home health and hospice company.

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<p>UHG has pursued a strategy of vertical integration, acquiring companies in parts of the healthcare value chain other than insurance; it now sends one in four claim dollars to its own subsidiaries.[8] One revenue cycle executive opined that UHG’s buying spree “isn’t market expansion; it’s market elimination,” explaining that “[e]ach acquisition removes independent competitors, consolidates market share, and strengthens UnitedHealth’s ability to control pricing, referrals, and care delivery.”[9]</p>
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<p>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: </p>

Insurers set reimbursement rates for competing providers, which allows them to squeeze competitors while paying more to their own practices. The loss of independent practices reduces patient choice and, in underserved areas, access to care.
Vertical integration may negatively affect patient care. In one study comparing physician care practices pre- and post-integration into a health system, shows increase in post-colonoscopy complications post-integration, possibly due to reduced use of deep sedation.[10]
Ownership of a PBM blunts an insurer’s incentive to negotiate lower drug prices and may keep independent and community pharmacies out of the insurer’s network.[11]
An insurer can steer members to facilities and providers it owns by excluding others from their network and using care management protocols. Narrow networks can lead patients to delay or give up on obtaining care, or to pay out of pocket.[12]

<p>At the Board’s discretion, the requested report could include information related to trends in the use of prior authorizations, changes in network design, reimbursement differentials between UHG-owned providers and facilities and those that are independent, and pre- and post-integration patient outcome data. Understanding the broader impact of UHG’s acquisitions is important for shareholders, and it is imperative that UHG consider how its actions may affect patients and the healthcare system. <br> </p>
<p>[1] https://www.economicliberties.us/wp-content/uploads/2024/04/Medicare-Advantage-AELP.pdf</p>
<p>[2] https://www.economicliberties.us/wp-content/uploads/2024/04/Medicare-Advantage-AELP.pdf</p>
<p>[3] https://strategichealthcare.net/wp-content/uploads/2024/03/EXCLUSIVE.pdf</p>
<p>[4]  https://www.drugchannels.net/2025/03/the-top-pharmacy-benefit-managers-of.html</p>
<p>[5] https://www.economicliberties.us/wp-content/uploads/2024/04/Medicare-Advantage-AELP.pdf</p>
<p>[6] https://www.cnbc.com/2024/05/01/unitedhealth-ceo-says-company-paid-hackers-22-million-ransom.html</p>
<p>[7] https://www.economicliberties.us/wp-content/uploads/2024/04/Medicare-Advantage-AELP.pdf</p>
<p>[8] https://www.economicliberties.us/wp-content/uploads/2024/04/Medicare-Advantage-AELP.pdf</p>
<p>[9] https://rcmxyz.substack.com/p/the-vertical-integration-squeeze</p>
<p>[10] https://www.hks.harvard.edu/faculty-research/policy-topics/health/study-finds-vertical-integration-medicine-leading-higher</p>
<p>[11] https://www.americanprogress.org/article/5-things-to-know-about-pharmacy-benefit-managers/</p>
<p>[12]  https://healthcareuncovered.substack.com/p/have-insurance-good-luck-finding; https://healthcareuncovered.substack.com/p/unitedhealth-purges-rheumatology</p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> Timnit Ghermay</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Sisters of the Holy Names of Jesus and Mary, US Ontario Province</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Josie Chrosniak</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Sisters of the Humility of Mary, OH</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Lydia Kuykendal</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>The Domestic and Foreign Missionary Society of the Protestant Episcopal Church</span></div>
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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>UnitedHealth Group Inc.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Health </p>
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<strong>Focus Area:</strong>
<p>Access & Affordability </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p>RESOLVED: Shareholders request that the Board of Directors of UnitedHealth Group (“UHG”) prepare a report, at a reasonable cost and omitting proprietary information, on the public health-related costs and macroeconomic risks created by the company’s practices that limit or delay access to healthcare.<br>At the board’s discretion, shareholders recommend the report evaluate how company practices impact access to healthcare and patient outcomes, including analyses of how often prior authorization requirements or denials of coverage lead to delay or abandonment of medical treatment and serious adverse events for patients.</p>
<p><br>Supporting Statement<br>Overall performance of financial markets determines 75-94% of portfolio returns to broadly diversified investors.1 As a result, the health of the economy is key to the long-term performance of their portfolios. UHG, the largest health insurer in the U.S. and largest employer of physicians, influences healthcare outcomes through its impacts on healthcare and treatment accessibility and affordability. Given UHG’s size and broad reach – “more than 5 percent of U.S. gross domestic product flows through the company’s systems every day2” – shareholders fear UHG’s practices may impair the value of their portfolios.<br>Practices such as those below may increase short-term revenue while risking company brand name and threatening investors’ broader portfolios by increasing consumer debt, jeopardizing health of policyholders and thereby reducing workforce productivity, straining government resources, and risking increased taxes.</p>
<p><br>Such practices include:<br>● Authorization requirements that result in delayed or avoided medical care. Workplace absenteeism due to chronic diseases and health risk factors costs employers billions of dollars annually through reduced productivity and increased expenses.3</p>
<p><br>● Denying patient care to increase profit.4 A recent U.S. Senate subcommittee report found that, among other things, “Medicare Advantage insurers [including UHG] are intentionally using prior authorization to boost profits” and that “[i]nsurer denials at these facilities … can force seniors to make difficult choices about their health and finances in the vulnerable days after exiting a hospital.”5 Additionally, the FTC sued UHG’s Optum subsidiary along with others for artificially inflating insulin prices “at the expense of vulnerable patients.”6</p>
<p><br>● Increasing premiums and out-of-pocket costs hinders economy-wide growth. A 2024 survey found that 48 percent of insured adults “worry about affording their monthly health insurance premium” and 73 percent of adults worry about affording healthcare services.7<br>To accommodate increased healthcare costs, consumers often take on credit card debt, cut back on necessities and discretionary spending, or drain retirement savings8 — tactics that reduce their ability to fully participate in the economy. Worsening health outcomes, loss of wages or underemployment, low credit ratings due to inability to pay medical debt, and the associated inability to attain stable housing may all lead to depressed worker productivity, reduced consumer spending power, and greater reliance on public assistance programs – clear drags on the broader economy.</p>
<p><br>1 Lukomnik and Hawley, Moving Beyond Modern Portfolio Theory: Investing that Matters (2021)<br>2 https://www.washingtonpost.com/health/2024/04/30/unitedhealth-congress-review-cyberattack/<br>3 https://www.cdc.gov/pcd/issues/2016/15_0503.htm<br>4 https://www.propublica.org/article/unitedhealth-healthcare-insurance-denial-ulcerative-colitis<br>5 https://www.hsgac.senate.gov/wp-content/uploads/2024.10.17-PSI-Majority-Staff-Report-on-Medicare-Advantage.pdf<br>6 https://www.ftc.gov/news-events/news/press-releases/2024/09/ftc-sues-prescription-drug-middlemen-artificially-inflating-insulin-drug-prices<br>7 https://www.kff.org/health-costs/issue-brief/americans-challenges-with-health-care-costs<br>8 https://www.healthsystemtracker.org/brief/the-burden-of-medical-debt-in-the-united-states</p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> Timnit Ghermay</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Congregation des Soeurs des Saints Noms de Jesus et de Marie</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”>Sr. Patricia Phillips</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Benedictine Sisters of Baltimore – Emmanuel Monastery</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Lydia Kuykendal</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Mercy Investment Services</span></div>
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Resolution Details

Company:

UnitedHealth Group Inc.

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

AI / Artificial Intelligence

Status:

Filed

Resolution Text

RESOLVED: Shareholders request that UnitedHealth Group (“UHG”) prepare and publicly disclose on the Company’s website a transparency report that explains the Company’s use of Artificial Intelligence (“AI”) in its business operations and the Board’s role in overseeing AI usage and sets forth any ethical guidelines that the company has adopted regarding its use of AI. This report shall be prepared at a reasonable cost and omit information that is proprietary, privileged, or violative of contractual obligations.

Supporting Statement

The rapid development of AI in the insurance sector has raised significant social policy concerns and legal risks for the corporation1, including potential discrimination or bias in coverage decisions2, employment decisions, mass layoffs due to job automation, facility closures, the misuse and disclosure of private data, and the potential for false information3.

A STAT investigation4 reported that using unregulated predictive algorithms under the guise of scientific rigour is denying care to patients without their knowledge and regardless of whether they need the treatment. Before being acquired by UHG, Navi Health was reportedly used by health insurance companies to mine medical data and predict how many hours of therapy patients would need, which types of doctors they might see, and exactly when they could leave a hospital or nursing home. Recently,5 a report suggested that Navi Health continues to use algorithms to delay or deny care for seniors in need despite being eligible for Medicare Advantage plans.

AI presents opportunities for competitive advantage and innovation while also presenting significant potential for risks. The use of AI raises compliance issues that require board oversight6. Boards need to understand and stay apprised of the various legislative and regulatory initiatives by the governments and oversee the company’s compliance as well as the development of relevant policies, information systems, and internal controls to ensure that AI use is consistent with legal, regulatory, and ethical obligations, with appropriate safeguards to protect against potential risks.

Transparency about that oversight and risk management is important for building trust with customers and investors. It helps those affected by AI decisions to understand the underlying reasons as well as how the decisions affect them7. To ensure greater transparency, the company should commit to preparing a transparency report and responsible disclosures regarding AI systems to relevant stakeholders. The proactive disclosures must include the kind of data being used, the purpose of the data in the AI system and the company’s assessment of consequences for all stakeholders. This way, UHG could establish that it uses AI in a safe, responsible, and ethical manner that complements rather than replaces the work of its employees and values the public interest.

For these reasons, we urge you to vote FOR this proposal.

1 https://www.genevaassociation.org/sites/default/files/2023-09/Regulation%20of%20AI%20in%20insurance.pdf

2 https://www.actuary.org/sites/default/files/2023-08/risk-brief-discrimination.pdf

3 https://www.ncbi.nlm.nih.gov/pmc/articles/PMC8826344/

4 https://www.statnews.com/2023/03/13/medicare-advantage-plans-denial-artificial-intelligence/#:~:text=Health%20insurance%20companies%20have%20rejected,more%20than%2031%20million%20people.

5 https://justcareusa.org/corporate-health-insurers-use-navihealth-algorithms-to-deny-care-in-medicare-advantage-plans/

6 https://www.forbes.com/sites/michaelperegrine/2023/11/08/the-strong-case-for-board-oversight-of-artificial-intelligence/

7 The Geneva Association. 2020. Promoting Responsible Artificial Intelligence in Insurance. Author: Benno Keller. January. https://www.genevaassociation.org/sites/default/files/ai_in_insurance_web_0.pdf

Resolution Details

Company:

UnitedHealth Group Inc.

Year:

2024

Issue Area:

Health, Human Rights & Worker Rights, Inclusiveness

Focus Area:

Algorithmic Harm, Racial Justice

Status:

Filed

Resolution Text

Resolved: Shareholders urge the board of directors to oversee a third-party audit analyzing the racial and ethnic disparities in UnitedHealth Group Inc.’s (United) business, and the effect of those disparities on United’s business. The report should include data on the extent of racial and ethnic disparities in health outcomes of United’s membership across its government programs and commercial lines of business. The audit should be conducted by an independent third party with input from employees, customers, and other stakeholders and include efforts being taken by United to address such disparities and improve outcomes. A report on the audit should be prepared at reasonable cost in the next year, omit confidential and propriety information, and be publicly disclosed on United’s website.

Whereas: According to the CDC, racial and ethnic minority groups experience higher rates of illness and death across a wide range of health conditions when compared to their white counterparts. Black and Latina women also face higher preconception and maternal health risks than other groups. A recent Deloitte study found racial inequities costs $320B annually in health care spending.[1] United, as the largest health insurance provider in the United States, providing health services to 150 million Americans, stands to benefit from addressing disparities in its own membership, and thereby reducing health inequities nationwide.

Additionally, mental health outcomes show significant racial disparities, particularly in Native American populations. In fact, Native Americans report experiencing serious psychological distress 2.5 times more than the general population over a month’s time. United provides behavioral health services to 43 million Americans and faces significant risk from racial and ethnic disparities in its behavioral health business, particularly in its Medicaid Managed Care business. One study reported 40% of nonelderly Medicaid adult members had a mental health or substance use disorder in 2020.[2]

In “Focusing on Health Equity Makes Sense from the Head to the Heart,” United stated that “working to address health disparities is not only the right thing to do but it can also be an effective cost-management strategy. In fact, employers with strong Environmental, Social and Governance agendas—which can include health equity efforts — have seen boosts in their bottom line, productivity and in their ability to attract and retain talent.”

Shareholders would benefit from disclosure and transparency into whether the company’s efforts to build health equity and reduce disparities are, in fact, reducing disparities in the care provided to United’s members. We believe that by reporting to shareholders about progress in the elimination of racially and ethnically disparate health outcomes in the membership, United can best serve its investors’ long-term goals and interests.

Accordingly, we urge United to conduct a third-party audit to examine the impact of its policies, practices, products, and procedures on reducing racial and ethnic disparities throughout its business.

[1] https://www2.deloitte.com/us/en/insights/industry/health-care/economic-cost-of-health-disparities.html

[2] https://www.kff.org/mental-health/issue-brief/medicaid-coverage-of-behavioral-health-services-in-2022-findings-from-a-survey-of-state-medicaid-programs/

Resolution Details

Company:

UnitedHealth Group Inc.

Year:

2023

Issue Area:

Human Rights & Worker Rights

Focus Area:

Racial Justice

Status:

Vote

Vote Percentage:

20.60%

UnitedHealth Group Inc. Racial Equity Audit – Proxy Exempt Solicitation

e53233px14a6g.pdf

Resolution Text

Resolved: Shareholders urge the board of directors to oversee a third-party audit (within a reasonable time and at a reasonable cost, and consistent with the law) which assesses and produces recommendations for improving the racial impacts of UnitedHealth Group’s (“UHG’s”) policies, practices, products, and services. Input from stakeholders, including civil rights organizations, employees, and customers, should be considered in determining the specific matters to be assessed. A report on the audit, prepared at reasonable cost and omitting confidential/proprietary information, should be published on the company’s website.

Whereas: Black and Native Americans have higher death rates than white people across a variety of illnesses.[1] Black and Latina women also face higher preconception and maternal health risks than other groups, even those in higher income brackets.[2] One study found “a potential economic gain of $135 billion per year if racial disparities in health are eliminated, including $93 billion in excess medical care costs and $42 billion in untapped productivity.”[3] UHG, as the largest health insurance provider in the United States, both by market share[4] and revenue[5], has an outsized role to play in eliminating these inequities.

To that end, the United Health Foundation, an affiliate of UHG, has announced a 10-year, $100 million commitment to advance health equity[6], among other initiatives, but UHG has not conducted an outside assessment of its current and potential racial equity impacts.

Although algorithms increase efficiencies, they should be vetted to prevent algorithmic bias. Optum, a UHG subsidiary, used an algorithm that reportedly referred equally sick Black people to care less frequently than white people.[7] We believe an analysis of these algorithms and proxy factors is necessary, along with disclosure of the results. Opaque data collection practices by health insurance companies raise the possibility of discrimination and pose reputational and financial risk.[8] New York’s Financial Services and Health departments launched an investigation of Optum after the results of the study were published.[9]

The company’s acquisition of Change Healthcare also raises racial justice concerns. The American Antitrust Institute told the Department of Justice that the deal is “likely to harm competition and consumers.”[10] Decreasing market competition can lead to fewer options for consumers, which can disproportionally impact people of color. In fact, Color of Change states that “monopolies put economic justice at risk.”[11] Additionally, Change Healthcare had to fire an executive for racist behavior over the summer,[12] suggesting that the internal culture of the acquisition should be examined.

Finally, UHG’s 2021 EEO-1 report shows just 3.9 percent Hispanic and 3.9 percent Black executives compared to 83.4 percent white executives. UHG’s strategy to address the lacking diversity remains unclear to shareholders without public targets.

We urge the company to conduct a racial equity audit to examine its total impact and help dismantle systemic injustices.

[1] https://minorityhealth.hhs.gov/omh/browse.aspx?lvl=3&lvlid=61, https://www.kff.org/racial-equity-and-health-policy/issue-brief/disparities-in-health-and-health-care-5-key-question-and-answers/

[2] https://www.nytimes.com/2020/08/06/nyregion/childbirth-Covid-Black-mothers.html .

[3] https://altarum.org/RacialEquity2018

[4] https://content.naic.org/sites/default/files/publication-msr-hb-accident-health.pdf

[5] https://www.beckersasc.com/asc-coding-billing-and-collections/5-largest-health-insurance-companies-by-revenue.html

[6] https://philanthropynewsdigest.org/news/united-health-foundation-commits-100-million-for-health-equity

[7] https://www.nature.com/articles/d41586-019-03228-6

[8] https://www.propublica.org/article/health-insurers-are-vacuuming-up-details-about-you-and-it-could-raise-your-rates , https://www.nejm.org/doi/10.1056/NEJMms2004740

[9] https://www.fiercehealthcare.com/payer/new-york-to-probe-algorithm-used-by-optum-for-racial-bias

[10] https://www.fiercehealthcare.com/payer/american-antitrust-institute-expresses-concern-about-proposed-8b-optum-change-healthcare-deal

[11] https://act.colorofchange.org/sign/2021-antitrust?source=coc_main_website

[12] https://biz.crast.net/we-value-diversity-company-fires-white-woman-who-harassed-black-man-and-his-children-outside-her-home/

Separate Chair & CEO

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