DEFA14A 1 tm201961d3_defa14a.htm DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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o | Definitive Proxy Statement
x | Definitive Additional Materials
o | Soliciting Material under §240.14a-12
UnitedHealth Group Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 1, 2020. UNITEDHEALTH GROUP INCORPORATED The Company will be hosting the meeting live via the internet this year. To participate in the meeting via the internet, please visit www.virtualshareholdermeeting.com/UNH2020 and be sure to have available the information printed in the box marked by the arrow on the following page.XXXX XXXX XXXX XXXX UNITEDHEALTH GROUP INCORPORATED 9900 BREN ROAD EAST MINNETONKA, MN 55343 You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. proxy materials and voting instructions. D13772-P34041 See the reverse side of this notice to obtain Meeting Information Meeting Type:Annual Meeting For holders as of:April 7, 2020 Date: June 1, 2020Time: 10:30 a.m. Central Time Location: Meeting live via the internet-please visit www.virtualshareholdermeeting.com/UNH2020

Before You Vote How to Access the Proxy Materials and visit: www.proxyvote.com, or scan the QR Barcode below. VIEW MATERIALS & VOTE SCAN TO How To Vote Please Choose One of the Following Voting Methods final vote tabulation remaining available through August 1, 2020. D13773-P34041 Vote By Internet: Before The Meeting: Go to www.proxyvote.com or, from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow(located on the following page) available and follow the instructions. During The Meeting: Go to www.virtualshareholdermeeting.com/UNH2020. Have the information that is printed in the box marked by the arrow(located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Vote Confirmation: You may confirm that your instructions were received and included in the final tabulation to be issued at the Annual Meeting on June 1, 2020 via the ProxyVote Confirmation link at www.proxyvote.com by using the information that is printed in the box marked by the arrow Vote Confirmation is available 24 hours after your vote is received beginning May 18, 2020, with the XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENTANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow(located on the following page) How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET:www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*:sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 18, 2020 to facilitate timely delivery. XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX

The Board of Directors recommends you vote FOR each of the nominees for director in Proposal 1, FOR Proposal 2, FOR Proposal 3, FOR Proposal 4 and AGAINST Proposal 5. 2. A d vi s o r y ap p rov a l o f t he Co m p an y ’s ex e c ut i v e compensation. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2020. 1. Election of Directors 3. Nominees: 1a. Richard T. Burke 4. Approval of the UnitedHealth Group 2020 Stock Incentive Plan. 1b. Timothy P. Flynn The Board of Directors recommends you vote AGAINST Proposal 5. 1c. Stephen J. Hemsley 5. If properly presented at the 2020 Annual Meeting of Shareholders, the shareholder proposal set forth in the proxy statement requesting any material amendment to the Company's Bylaws be subject to a non-binding shareholder vote. 1d. Michele J. Hooper 1e. F. William McNabb III 1f. Valerie C. Montgomery Rice, M.D. 1g. John H. Noseworthy, M.D. 1h. Glenn M. Renwick 1i. David S. Wichmann 1j. Gail R. Wilensky, Ph.D. D13774-P34041 Voting Items

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