Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnFebruary 4, 2021 ,UnitedHealth Group Incorporated (the "Company") filed a Form 8-K announcing, among other matters, the appointment ofDirk C. McMahon to the office of President and Chief Operating Officer of the Company and the creation of anOffice of the Chief Executive with SirAndrew Witty , the Company's Chief Executive Officer, andJohn F. Rex , the Company's Chief Financial Officer andMr. McMahon , as members. OnFebruary 22, 2021 , theCompensation and Human Resources Committee of the Board of Directors of the Company, after considering Messrs. McMahon's and Rex's substantial responsibilities, market data and other factors, approved an annual base salary of$1,200,000 for each of Messrs. McMahon and Rex. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. OnFebruary 23, 2021 , the Board of Directors of the Company approved an amendment to the Company's Bylaws to reduce the threshold of voting power of shareholders required to call a special meeting from 25% to 15%. The amendment is effective as ofFebruary 23, 2021 . Item 9.01. Financial Statements and Exhibits. Exhibit Description Amended and Restated Bylaws ofUnitedHealth Group
Incorporated, effective
3.2 2021 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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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:
UNITEDHEALTH GROUP INCORPORATED By: /s/Dannette L. Smith Dannette L. Smith Secretary to the Board of Directors
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