SEC Comment Letter for UNITEDHEALTH GROUP INC (UNH) (CIK 0000731766) (UNH) — Apr 10, 2015
UNITEDHEALTH GROUP INC (UNH) (CIK 0000731766)
Date: April 10, 2015 · CIK: 0000731766 · Accession: 0000000000-15-020690
AI Filing Summary & Sentiment
File numbers found in text: 001-10864
Letter
April 10, 2015 Via E -mail Stephen J. Hemsley Chief Executive Officer UnitedHealth Group Incorporated 9900 Bren Road East Minnetonka, Minnesota
Re: UnitedHealth Group Incorporated Preliminary Proxy Statement on Schedule 14A Filed April 6, 2015 File No. 001-10864
Dear Mr. Hemsley :
We have reviewed your filing an d have the following comment.
Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment , we may have additional comments.
Proposal Number Four , page 62
1. We refer to the proposed Delaware Certificate of Incorporation that contains an exclusive jurisdiction provision . Please highlight that such a provision may limit a shareholder’s ability to bring a claim in a judicial forum that it f inds favorable for disputes with directors, officers or other employees, and may discourage lawsuits with respect to such claims.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accurac y and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
Stephen J. Hemsley UnitedHealth Group Center April 10, 2015 Page 2
staff c omments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or a ny person under the federal securities laws of the United States.
Please contact Matthew Jones at (202) 551 -3786, Dan Greenspan at (202) 551 -3623, or me at (202) 551 -3715 with any other questions.
Sincerely,
/s/ Daniel Greenspan for
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April 10, 2015 Via E -mail Stephen J. Hemsley Chief Executive Officer UnitedHealth Group Incorporated 9900 Bren Road East Minnetonka, Minnesota Re: UnitedHealth Group Incorporated Preliminary Proxy Statement on Schedule 14A Filed April 6, 2015 File No. 001-10864 Dear Mr. Hemsley : We have reviewed your filing an d have the following comment. Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment , we may have additional comments. Proposal Number Four , page 62 1. We refer to the proposed Delaware Certificate of Incorporation that contains an exclusive jurisdiction provision . Please highlight that such a provision may limit a shareholder’s ability to bring a claim in a judicial forum that it f inds favorable for disputes with directors, officers or other employees, and may discourage lawsuits with respect to such claims. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accurac y and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; Stephen J. Hemsley UnitedHealth Group Center April 10, 2015 Page 2 staff c omments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or a ny person under the federal securities laws of the United States. Please contact Matthew Jones at (202) 551 -3786, Dan Greenspan at (202) 551 -3623, or me at (202) 551 -3715 with any other questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director