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Regulation and Compliance > Federal Regulation > SEC

UnitedHealth To Put CalPERS Board Proposal In Proxy

By Staff Writer

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A large health insurer will give investors a chance to vote on whether the company should be more inviting to some outside nominees for seats on its board.

UnitedHealth Group Inc., Minnetonka, Minn., has agreed to include a board nomination procedure proposal from the California Public Employees’ Retirement System in the proxy for its upcoming annual meeting, according to copies of correspondence posted Tuesday on the Web site of the U.S. Securities and Exchange Commission.

UnitedHealth asked the SEC in January for a letter stating that the SEC would take no action against UnitedHealth if UnitedHealth excluded the CalPERS proposal from the annual meeting proxy.

In March, lawyers for UnitedHealth told the SEC the company had worked out a compromise with CalPERS, and they withdrew the company’s request for the no-action letter.

“Because the matter is now moot, we will have no further comment,” Ted Yu, an SEC special counsel, writes in a response to UnitedHealth’s original request for a no-action letter.

The CalPERS proposal would give large, long-term UnitedHealth shareholders an opportunity to put information about 2 board nominees of their choosing in UnitedHealth’s own proxy materials.

Under current UnitedHealth proxy rules, investors or other parties that fail to win approval for board nominees from the UnitedHealth board must send out their own ballots.

UnitedHealth lawyers told the SEC in January that they believed SEC rules would permit UnitedHealth to leave the CalPERS proposal out of the annual report proxy, because securities regulations permit companies to leave out proposals that are likely to lead to contested election.

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