UnitedHealth shareholder wants to be separated by chairman and executive roles

(Bloomberg) – A shareholder of Unitedhealth Group Inc. submitted a proposal to require an independent council chairman who distinguished from the CEO, combined roles combined when Stephen Hemsley returned to lead the company this year. The proposal of a non -profit advocacy group called the Liability Council, if approved by shareholders, will ask the council to amend the Company’s by -laws to codify an independent council chairman. “We were very upset to see recently that the company chose Unitedhealth at such a difficult time to deteriorate and combine the CEO and chairman,” said Matt Prescott, president of the Liability Council. “We think the business needs a stronger leadership structure.” He did not want to disclose the size of the group’s interest in UnitedHealth, saying that it complies with the minimum needed to submit a shareholders proposal. UnitedHealth, which runs the largest US health insurer, is trying to regain the confidence of investors. The company has drastically cut its earnings outlook, doubts about long-term growth targets, has replaced its CEO and Finance Chief and announced federal criminal and civil investigations over the past year. It also struggled with the fallout of a catastrophic cyber attack that violated data over 190 million Americans. The murder of the top management of Brian Thompson in December was followed by widespread consumers’ setbacks about denials of insurance. Unitedhealth representatives did not immediately have a comment on the proposal or said if the company would try to block it. The company’s most recent annual meeting was in June. Investor proposals must meet strict criteria to vote for shareholders, and it is not yet clear whether the resolution of the Liability Council would be placed on the ballot. Hemsley served as CEO of UnitedHealth for more than a decade before becoming executive in 2017. This is contrary to the principles of Unitedhealth management, which was posted on its website and updated in November. The policy reads: “The council believes that the roles of the chairman and CEO should be separate as assistance in the council’s supervision of management and to allow the CEO to focus mainly on management responsibilities.” In a statement supporting the resolution, the Liability Council said that the roles “as far as it comes from the independent supervisory shareholders who are so critically needed.” It cites the most recent statement of proxy from UnitedHealth, which gives the separate chairman and executive roles as an example of effective corporate governance. The Liability Council invests in approximately 200 companies and advocates on issues ranging from greenhouse gas emissions and the treatment of animals to shareholders’ rights, Prescott said. This week, it submitted a similar proposal to an independent chairman at Target Corp. UnitedHealth’s board of directors in August to form a public responsibility committee to oversee ‘financial, regulatory and reputation risks’, and have shaken some council roles. The company got a lift earlier this year when Warren Buffett’s Berkshire Hathaway Inc. have announced a 5 million shares stake. Still, its shares have lost more than 30% so far this year until Thursday. More stories like these are available on Bloomberg.com © 2025 Bloomberg LP