8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 12, 2022

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UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (952) 936-1300

N/A

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Kristen L. Gil as independent director

On December 12, 2022, UnitedHealth Group Incorporated (the “Company”) issued a press release announcing the appointment of Kristen L. Gil to serve as an independent director of the Company, effective December 9, 2022. Ms. Gil was also appointed to serve on the Audit and Finance Committee of the Company’s Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Ms. Gil will receive compensation for her services as a director in accordance with the Company’s standard compensation program for non-employee directors as amended from time to time, the material terms of which are described in the Company’s 2022 proxy statement.

In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Ms. Gil, which requires the Company to indemnify her against certain liabilities that may arise as a result of her status or service as a director. The foregoing description is qualified in its entirety by the full text of the form of Indemnification Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2015.

There are no arrangements or understandings between Ms. Gil and any other person pursuant to which Ms. Gil was appointed to serve on the Board of Directors. Ms. Gil has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01.    Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 12, 2022

Document

Kristen Gil Joins UnitedHealth Group Board of Directors

MINNETONKA, Minn. (Dec.12, 2022) – UnitedHealth Group (NYSE: UNH) announced Kristen Gil of Alphabet Inc. (NASDAQ: GOOG) has been appointed to its Board of Directors, effective immediately.

Gil currently serves as vice president, business finance officer, at Google. She has held numerous senior positions at parent company Alphabet since joining the company in 2007, including in business operations, strategy, and finance for Google Search, Maps, Research & AI, and Sustainability.

“Kristen Gil’s diverse strategy and finance leadership experience in technology, artificial intelligence, consumer products, and continuous, complex large-scale change are well-aligned with the opportunities of UnitedHealth Group,” said Stephen J. Hemsley, chair of the board of directors, UnitedHealth Group. “Kristen is ideally suited and an outstanding addition to our board.”

“UnitedHealth Group has unique capabilities like no other company to advance the health system for the benefit of all and improve lives, and a mission devoted to the people it serves,” Gil said. “I am energized and honored to be joining its board.”

Prior to joining Alphabet, Gil worked at Marketron International and McKinsey & Company. She received her undergraduate degree from Cornell University and an MBA from Harvard University. Gil formerly served on the board of directors of Proofpoint, a cybersecurity company.

About UnitedHealth Group

UnitedHealth Group (NYSE: UNH) is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone through two distinct and complementary businesses. Optum delivers care aided by technology and data, empowering people, partners and providers with the guidance and tools they need to achieve better health. UnitedHealthcare offers a full range of health benefits, enabling affordable coverage, simplifying the health care experience and delivering access to high-quality care. Visit UnitedHealth Group at www.unitedhealthgroup.com and follow @UnitedHealthGrp on Twitter.