UnitedHealth Group Inc. (NYSE:UNH)
June 03, 2013 10:00 am ET
Stephen J. Hemsley - Chief Executive Officer, President and Executive Director
Dannette L. Smith - Secretary
Stephen J. Hemsley
Gentlemen, I am Steve Hemsley, President, Chief Executive Officer and the Director of UnitedHealth Group Incorporated. As Chief Executive, I have the privilege of calling this meeting to order, and welcoming all of you to our 2013 Annual Meeting of Shareholders. Before proceeding on the business this morning, I'm pleased to be able to introduce members of our board who are with us today, and I would ask those board members to stand as I introduce you: Richard Burke, Non-Executive Chairman of the Board; Bill Ballard; Dr. Edson Bueno. Dr. Bueno is the Founder and Chief Executive of Amil; Bob Darretta; Michele Hooper; Rodger Lawson; Doug Leatherdale; Glenn Renwick; Dr. Ken Shine; and Dr. Gail Wilensky.
I'm also pleased to introduce some members of our management team who are also with us today and ask them to stand as well: Gail Boudreaux, Executive Vice President, Chief Executive Officer of UnitedHealthcare; Dr. Dick Migliori, Executive Vice President, Chief Medical Officer; Bill Munsell, Executive Vice President; Larry Renfro, Executive Vice President, Chief Executive Officer of Optum; Marianne Short, Executive Vice President, Chief Legal Officer; Simon Stevens, Executive Vice President and President, Global Health; Tony Welters, Executive Vice President; Dave Wichmann, Executive Vice President, Chief Financial Officer, UnitedHealth Group and President of UnitedHealth Group Operations; and Ellen Wilson, Executive Vice President, Human Capital.
At this time, we'd also like to introduce Jeff Black, Jannie Herchuk and Katie Knudtson, representatives of Deloitte & Touche, with us this morning. I will act as Chairman of the Annual Meeting. Dannette Smith will act as Secretary for this meeting, and we'll now proceed with the formal meeting, so I'll ask Dannette to conduct that. Thank you.
Dannette L. Smith
Thank you, Steve. We've made available to you this morning an agenda for the meeting, as well as guidelines and procedures to be followed during the course of the meeting. In the interest of openness and fairness to all shareholders attending today's meeting, we'll follow these guidelines and complete the formal business in accordance with the procedures. Following the conclusion of the meeting and the presentation that follows, there will be an opportunity for shareholders to ask questions. We ask that comments, statements or questions be relevant to the company's business. In order to give as many shareholders as possible the opportunity to speak, we ask that your remarks and questions be brief.
We call this meeting to order pursuant to notice made available on or about April 24, 2013, to each shareholder of record on April 5, 2013. I have copies of the notice of the Annual Meeting, the 2013 proxy statement, form of proxy for the meeting and the annual report. I also have the affidavit from Broadridge Financial Solutions showing that these documents or a notice of Internet availability were provided to all shareholders entitled to notice of the meeting. All of these documents will be filed with the records of the meeting.
Carl Hedberg of Headberg & Associates has been appointed as inspector of election for the Annual Meeting. As the inspector of election, Mr. Hedberg will inspect the votes during the meeting and will inform us of the preliminary results of the votes cast. Mr. Hedberg has taken and signed an oath to execute faithfully the duties of inspector of election with strict impartiality and according to the best of his abilities. His oath will be filed with the records of the meeting. The record date fixed by the Board of Directors for the determination of shareholders entitled to receive notice and vote at the meeting was the close of business on April 5, 2013. As of that date, the company had outstanding 1,020,498,723 shares of common stock, the only class of stock issued and outstanding. Excluding shares owned by one of our subsidiaries, which will not be voted, each share is entitled to one vote. Mr. Hedberg has a list of the holders of record of the company's common stock entitled to vote at this meeting. The list has been certified by an officer of Wells Fargo Shareowner Services, the company's transfer agent. The list of holders of record will be kept open during the meeting and is available for inspection by any shareholder. They are represented at the meeting, either in person or by proxy, 881,265,144 shares of common stock out of a total of 1,020,498,723 shares of common stock outstanding on the record date. Therefore, a quorum is present.
It is declared that this meeting is duly constituted, has been duly convened and is ready to proceed with the transaction of business. At this time, the polls are open for voting on all of the items of business at the meeting. If you wish to vote and have not already done so, please proceed to the inspector of election's table located at the back of the room. If you've previously voted by proxy, there is no need to vote unless you want to change your prior vote or revoke your proxy.
As described in our proxy statement, there are 4 items of business for today's meeting. The first item of business is to elect Bill Ballard, Edson Bueno, Richard Burke, Bob Darretta, Steve Hemsley, Michele Hooper, Rodger Lawson, Doug Leatherdale, Glenn Renwick, Ken Shine and Gail Wilensky to serve as Directors of the company.
The second item of business is to consider and vote on a proposal relating to advisory approval of the company's executive compensation.
The third item of business is to consider and vote on a proposal to ratify the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending December 31, 2013.
The fourth item of business is to consider and vote on a shareholder proposal requesting additional lobbying disclosure, which was included in our 2013 proxy statement. The shareholder proposal was submitted by Trillium Asset Management Corp., along with 3 cosponsors. I hereby recognize Keith Mills, a representative of Trillium, one of the proponents for this shareholder proposal.
Mr. Mills, could you please present the proposal at the microphone?
Good morning, fellow shareholders and members of UnitedHealth Group's board and senior management team. My name is Keith Mills from Trillium Asset Management, and I'm here on behalf of Trillium, Marco Consulting Group Trust I, the AFL-CIO Reserve Fund and Missionary Oblates of Mary Immaculate, to hereby move item 4, the shareholder proposal asking our company to provide a report on its state and federal lobbying expenditures, including indirect funding of lobbying to trade associations and support for the American Legislative Exchange Council, also known by its acronym, ALEC. The transparency and accountability in corporate spending to influence public policy are in the best interest of UnitedHealth Group's shareholders. Oversight of lobbying is a board responsibility under Sarbanes-Oxley. Without a clear system ensuring accountability, corporate assets can be used to promote public policy objectives that may pose risks to UnitedHealth and its shareholders.
According to a Center for Responsive Politics review of public records, UnitedHealth spent nearly $37 million since 1998 on direct federal lobbying. However, this number may exclude grassroots lobbying to directly influence legislation by mobilizing public support or opposition and does not include lobbying expenditures to influence legislation in states that do not require disclosure. Corporations can easily contribute corporate resources to trade associations or other organizations that lobby indirectly on their behalf without specific disclosure or accountability. Lobbying by trade associations and the corporate contributions that fund this activity are not broken down and reported. So while UnitedHealth provides some trade association disclosure of nondeductible payments in aggregate dues, it does not disclose memberships in or payments to trade associations or portions of such amounts used for lobbying.
In addition, we believe association with controversial policy advocacy groups such as ALEC, may create even more risk for UnitedHealth. ALEC is the only nonprofit that we know of which convenes state lawmakers to adopt model laws written by corporations. We observed that UnitedHealth compensation peer groups members, Aetna, Cigna, Humana and WellPoint, are not members in ALEC. In contrast, UnitedHealth made a $50,000 contribution to ALEC's 2011 Annual Meeting. We also observed that, in general, these peers provide more lobbying disclosure than UnitedHealth.
Support for lobbying disclosure is part of emerging governance best practice. The International Corporate Governance Network, representing institutional investors with more than $18 trillion in assets, supports lobbying disclosure as best practice and supports disclosure of any amounts over $10,000, including trade association payments. Proxy advisor, ISS, also supports this proposal.
Publicly available data does not provide a complete picture of UnitedHealth's lobbying expenditures. UnitedHealth's board and its shareholders need complete disclosure to be able to evaluate the use of corporate assets for direct and grassroots lobbying and the risks for spending poses to shareholders. We urge shareholders to vote for this proposal. Thank you.
Dannette L. Smith
Thank you, Mr. Mills. The shareholder proposal will be approved if holders of a majority of shares of our common stock present vote for the proposal. Under Minnesota law, abstentions have the effect of a vote against the proposals and broker non-votes have no effect.
Has everyone who wishes to vote had a chance to do so? Seeing that all shareholders who wish to vote have had a chance to do so, I declare the polls to be officially closed for voting on all of the items for business at this meeting. Based on the tabulation of all of the proxies and ballots, the inspector of election has preliminarily reported the following: the total number of shares of common stock represented either in person or by proxy at this meeting was 881,265,144 shares. Over 90% of the shares cast elected the 11 director nominees. Therefore, all 11 director nominees have been elected to the Board of Directors. Over 97% of the shares present voted for the advisory approval of the company's executive compensation. Therefore, this proposal passes. Over 98% of the shares present ratified the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the year ending December 31, 2013. This proposal also passes. Only 18% of the shares present voted for the shareholder proposal requesting additional lobbying disclosure. Therefore, this proposal did not pass. The certificate of the inspector of election with the final tabulation will be filed with the records of this meeting, and the final results will be reported in a Form 8-K by Friday, June 7, 2013.
There being no further business to come before the meeting, in accordance with the company's bylaws, the 2013 Annual Meeting of Shareholders is now concluded, and I declare the 2013 Annual Meeting of Shareholders adjourned.
Now Steve Hemsley will talk with you about our business. I would like to remind you that portions of Steve's remarks, which are not historical in nature, may be forward-looking statements made under the protection of the Private Securities Litigation Reform Act. Our actual results may differ materially from those statements, and the factors that could cause the results to differ materially can be found in the Cautionary Statement section of our 10-K and 10-Q.
Stephen J. Hemsley
Thanks, Dannette. Once again, thank you all for attending this year's Annual Meeting of Shareholders. UnitedHealth Group continues to build strong momentum across our enterprise, delivering on our commitments to our customers and all the people that we serve, strengthening our brands, developing a deeper culture for the future we see ahead and executing on our mission to help people live healthier lives and to make the health care system work better for everyone. We have a remarkable opportunity to make a real impact on our nation, our customers and people in need, the families, the medically underserved, the elderly, by redefining the private sector response to the compelling social challenge of health care in the United States and beyond. We would like to take the opportunity to thank the more than 130,000 UnitedHealth Group employees worldwide who bring their talents, energies and dedication to work every day. They're delivering consistent, market-leading service, practical innovation and strong operational and financial performance for the people we serve and for our shareholders.
Our business model is built around 2 operating platforms: UnitedHealthcare, serving all health benefit markets, commercial, Medicare, Medicaid and medical military; and Optum, serving the health services needs of the health system itself.
UnitedHealthcare and Optum share and leverage 3 core competencies: clinical care insight, knowledge and experience in organizing health care resources to best serve specific, local market needs; information, unique skills in collecting, managing and analyzing data, along with the capability to translate that data into actionable information; and technology, to modernize the health care system, make it more connected in the line, more consistent and productive for everyone.
As markets change, our business model enables us to quickly adapt and evolve. During the course of 2012, UnitedHealthcare continued building a health benefits business unique in the marketplace. Our capabilities in aligning modern benefit design with consumer empowerment, effective clinical engagement and delivery system modernization offer distinct value to customers and to care providers. These aligned capabilities continue to produce sustainable cost and performance advantage, consistent growth, deeper relationships with consumers, care providers and plan sponsors across the market segments.
UnitedHealthcare has grown by more than 5 million people in the last 3-plus years, almost entirely organically, and that doesn't include the approximate 8 million additional consumers we're privileged to serve, the launch of services to active duty military veterans and their families through TRICARE and the addition of Amil, the leading health care company in Brazil.
Optum has simplified how its business is organized and how it approaches its markets. We are more focused and execute to serve our customers more consistently. We produce cost to strengthen the leadership team and made investments to leverage enterprise-wide capabilities. Optum is leaner, more responsive than ever, a more disciplined higher growth organization, executing against our plan to deliver 15% return or more on invested capital by 2015.
As we move forward in 2013 and the next several years, change will continue to characterize our national health care system in the markets we serve in the U.S. and globally. Our businesses touch virtually every aspect of health care, providing a unique vantage point on what works and what doesn't, and we remain dedicated to contributing wherever we can to create a higher quality, more consistently effective and affordable health care system.
No other organizations are more capable than Optum and UnitedHealthcare at applying a combination of consistently strong fundamental execution and innovation to provide practical solutions to the changes and challenges facing health care.
Today, consumers are substantially more invested economically in their benefits and are becoming more invested intellectually in understanding their health options. They're taking on a much greater role in health care decision-making, which means they must have real and better information. They need a trusted resource to guide them through the complex health care system, helping them find the right care at the right time and at the right setting.
We educate, engage and incent people to learn healthy behaviors, to more effectively understand and use the health care resources within their local communities and to finance their health care needs through all stages and circumstances of their lives. The roles of health care providers and care facilities are evolving as the signs of care advances and demand steadily increases for more consistency in care delivery, transparency in cost and quality and compliance with the growing burden of regulation.
We offer the care community the most innovative, yet practical technologies and incentives to modernize both care and administrative processes, insightful, reliable data and analysis and broad access to secure patient information to health care providers make optimal, compassionate and coordinated decisions for their patients. Balancing both our social and financial responsibilities, we will always protect and thoroughly deploy your capital.
Every year, we invest to build and advance our core capabilities, capabilities that have durable market relevance and strengthen our competitive value and our capacity to continue to grow. We're also driving improved returns to shareholders.
Every year, we return capital to shareholders. From 1999 through the end of 2013, we will have returned $41 billion to shareholders in share repurchase and dividends, all while we invested $36 billion to expand and to diversify our enterprise and $10 billion in capital expenditures.
During that same period, we generated a compound EPS growth rate of over 20%. In September, our enterprise was named to the group of 30 industry-leading corporations that make up the Dow Jones Industrial Average. UnitedHealth Group is now #17 among Fortune 500 companies and has been ranked #1 in insurance and managed care for the third consecutive year on Fortune's 2013 list of the world's most admired companies and ranked at the top for innovation for the fourth year in a row.
UnitedHealthcare was rated #1 in claims processing accuracy among the 7 leading commercial health insurers in the American Medical Association's 2012 National Health Insurers Report Card. And our company has received national recognition for Diabetes Prevention and Control Alliance program, for our telemedicine services used to treat children with complex medical condition in the Navajo Nation, infiltrating a state-of-the-art data and analytics platform to improve customer service among other innovation awards.
We are well aware that only with the right cultural compass will we ultimately achieve our full performance potential. We are developing a culture built around a simple system of beliefs, behaviors and values, integrity, compassion, innovation, relationships and performance. This culture is a constant reminder that we serve people and families in one of the most intimate aspects of their lives, and that we must serve them with respect and compassion. It helps us understand that we work with everyone across health care and have a responsibility to make the health care system work for everyone. We serve governments on their terms, respecting their unique needs. We must be agents of positive change, who consistently deliver measurable value and we must always meet the commitments we make. As the importance of health care quality, access and affordability grows, so does our role in health care and our business. As market rules change regularly, the core role we play only expands and deepens. We deliver more for less in health care, more and better health care at lower cost to consumers on behalf of employers and governments, while we modernize and enable an even more effective, simpler and consistent high-quality health care system.
Thank you for joining us this morning. Now we would be happy to entertain questions, if there are any in the room.
There being none, I again thank you for joining us this morning and know that we are continued to be committed to our mission, and we'll continue to try to drive and manage the company forward as we have in the last few years, and we look forward to seeing you again next year. Thank you.
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