UnitedHealth Group Incorporated (UNH) Earnings Call Transcript & Summary

Good morning. My name is Andrew Witty, Chief Executive Officer and a Director of UnitedHealth Group, Inc. Welcome to our 2021 Annual Meeting of Shareholders. I'd like to thank our shareholders and guests for being with us today. We appreciate your flexibility in participating virtually again this year. We are joined by the members of our Board who are standing for reelection. They are: Steve Hemsley, Chair of the Board; Richard Burke, Lead Independent Director; Tim Flynn; Michele Hooper; Bill McNabb; Dr. Valerie Montgomery Rice; Dr. John Noseworthy; and Dr. Gail Wilensky. I would also like to recognize Glenn Renwick, who is not standing for reelection to the Board. Since joining the Board in 2008, Glenn has been an invaluable resource to our management team, his fellow directors and to me personally. I speak for all of us when I say we are grateful for his leadership and wise counsel, and we wish him all the very best in his future endeavors. Also in attendance today are the senior leaders of our management team, including my partners in the office of the Chief Executive Officer, Dirk McMahon and John Rex. At this time, I also would like to introduce Taryn Lynch and Patrick Dooling, representatives of Deloitte & Touche, who are also present virtually. I will act as Chair of the Annual Meeting; and Dannette Smith, Senior Deputy General Counsel and Secretary to the Board, will act as Secretary for this meeting. We'll now proceed with the meeting. And I'd like to ask Dannette to conduct the formal portion of our meeting.

Thank you, Andrew. I now call the meeting to order and declare the polls to be open for voting on all items of business for this meeting. [Voting]

First, I want to make sure our shareholders know how to submit questions during the meeting. Please make sure you are logged into the meeting with your control number and submit your question online now, so we receive them during the meeting. Please enter your name and organization, if applicable, along with your questions. Questions may be submitted until the conclusion of the presentation of proposals. If we receive multiple questions on a similar topic, we will either ask a representative question or combine the questions and address them once. If your question relates to a proposal, please indicate which proposal in your question, so it can be addressed at the appropriate time. All questions should be properly focused on the business of the company. Questions that are not directly related to the agenda of today's meeting or the business of the company may be excluded. We have made available to you on the annual meeting website and agenda 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 participating today, we will follow these guidelines and complete the formal business in accordance with these procedures. Copies of the notice of the annual meeting, the 2021 proxy statement and the annual report are available on the virtual annual meeting website. All of these documents will be filed with the records of the meeting. Mr. Carl Hagberg of CTHAGBERG LLC has been appointed as inspector of election for this annual meeting and is present with us virtually today. As the independent inspector of election, Mr. Hagberg will inspect the votes during the meeting and will inform us of the preliminary results of the votes cast. Mr. Hagberg 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 this meeting with the close of business on April 9, 2021. As of that date, the company had outstanding 943,888,589 shares of common stock, the only class of stock issued and outstanding. Each share is entitled to 1 vote. 851,369,223 shares of common stock out of a total of 943,888,589 shares of common stock outstanding on the record date are represented at the meeting by proxy. Therefore, a quorum is present. This meeting is duly constituted, has been duly convened and is ready to proceed with the transaction of business. As I indicated earlier, the polls are open for voting on all of the items of business for this meeting. We will close the polls after the proposals have been presented. If you wish to vote and have not already done so, please follow the instructions included in the meeting guidelines. If you have previously voted by proxy, there is no need to vote during the virtual meeting unless you want to change your prior vote or revoke your proxy. Now we'll turn to the presentation of proposals. As described in our proxy statement, there are 5 items of business for today's meeting. The first item of business is to elect Richard Burke, Tim Flynn, Steve Hemsley, Michele Hooper, Bill McNabb, Dr. Valerie Montgomery Rice, Dr. John Noseworthy, Dr. Gail Wilensky and Andrew Witty 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 LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The fourth item of business is to consider and vote on the approval of an amendment to the UnitedHealth Group 1993 employee stock purchase plan. The fifth item of business is to consider and vote on a shareholder proposal requesting a reduction in the share ownership threshold for calling a special meeting of shareholders. The shareholder proposal was submitted by Mr. John Chevedden. In accordance with the meeting guidelines, Mr. Chevedden will have 3 minutes to present his shareholder proposal. I hereby recognize Mr. John Chevedden. Operator, would you please open Mr. Chevedden's conference line in order to permit him to present his proposal?

Mr. Chevedden, your line is now open and you may proceed.

This is John Chevedden. Can you hear me, okay?

I can hear you fine.

This is Proposal 5. The correct title of the proposal is special shareholder meeting improvement. Shareholders ask our Board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. A special shareholder meeting is a mean shareholders can use to raise an important matter outside the normal annual meeting cycle like the election of a new director. For instance, Mr. Richard Burke, UnitedHealth Lead Director received the most negative director votes in 2020. Mr. Burke, at age 77, has 44 years of tenure at the UnitedHealth Board. Mr. Burke has no other public directorships to help keep those skills up to date. This proposal is already somewhat successful because it triggered management to give shareholders a more reasonable stock ownership threshold to call a special shareholder meeting, but still short of the stock ownership threshold called for in this proposal. However, in adopting a more reasonable stock ownership threshold, management bundled in a hidden step backwards in adopting texts that allows management to conduct a special shareholder meeting in an online format. This bundling is a black mark for Michele Hooper, Chair of the Governance Committee. Shareholders deserve a more reasonable stock ownership threshold to call a special shareholder meeting to make up for the transition to online shareholder meetings that make it easier for management to dominate and control a special shareholder meeting. For instance, the Kohl's Online Annual Meeting was wrapped up in 9 minutes. An example of the near total dominance in control that management can now exert at an online shareholder meeting is AT&T, which would not even let shareholders speak at 2 consecutive online shareholder meetings. In resisting this proposal, management brags about shareholder engagement. But it appears from the management resistance statement that management hid from shareholders that management had bundled in a step backwards, that management can now mandate that a special shareholder meeting be an online meeting for a greater ease of dominance and control by management. If management had a real form of shareholder engagement, management would have disclosed today what the shareholder view is of management's new restrictive power to mandate that a special shareholder meeting be an online meeting. If management had a real form of shareholder engagement, management would have also disclosed again today, what shareholders think of 44 years tenure for our so-called Lead Director, Mr. Burke. The vote for this proposal today will be understated because the vast majority of shareholders are not aware that management bundled in a significant restriction on the shareholder right to call a special shareholder meeting. Please vote yes, special shareholder meeting improvement Proposal 5.

Thank you, Mr. Chevedden. At this time, all proposals have been presented and the window to submit questions online, both with respect to the proposals as well as any general questions is closed.

We have received a few questions regarding the proposals, which will be addressed now. Our first question is from an unidentified shareholder, and it relates to Proposal #2. The question is, were the metrics for CEO pay changed in the past 12 months due to the pandemic or otherwise? And the Chair of our Compensation and Human Resources Committee, Mr. Tim Flynn, will answer that question.

Thank you for the question, and the answer is no, we did not change any of the metrics for the CEO due to COVID.

Our second question also relates to Proposal #2 and is from Michael Christie of the Carpenter Pension Funds. And it says, we support the company's executive compensation plan. We believe that the company's executive compensation plan should drive the successful execution of the Board's long-term strategic business plan. Today's public company executive compensation plans are largely formulaic peer related plans with simplistic annual say on pay voting, reinforcing planned homogeneity, excuse me. Would you or the Chair of the compensation Committee speak to whether UnitedHealth Group might be better served by an executive compensation plan tailored specifically to the company's particular circumstances and its unique long-term strategic business plan? Thank you. And I'll ask Mr. Tim Flynn again to start with the response.

Thank you very much. We have strong alignment on pay-for-performance through our plans. Yes, we do have peer groups, both in the health care space as well as industry peer groups to look at best practices and to see how we align our plans. But our plans are specifically aligned against our long-term strategy, our value as an organization and driving return to shareholders. We are proud of the results of our compensation plan in the last couple of decades, and I think they performed well in driving shareholder value, rewarding our people and attracting the talent we need to drive this complex organization.

Thank you, Tim. I understand that we have not received any further questions specific to the proposals being voted on. At this time, I declare the polls to be officially closed for voting on all of the items of business for this annual meeting. Following the conclusion of the meeting and Andrew's presentation that follows, we will address remaining shareholder questions. Based on the tabulation of all of the proxies received as of the opening of the polls at today's meeting, the inspector of election preliminarily reports the following. The total number of shares of common stock represented by proxy at this meeting was 851,369,223 shares. All of the Director nominees named in the proxy statement have been duly elected. The company's executive compensation has received advisory approval from the shareholders. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the company for the fiscal year ending December 31, 2021, has been ratified. The amendment to the UnitedHealth Group 1993 employee stock purchase plan has been approved. The shareholder proposal did not pass. The final report of the election of inspector with the final tabulation will be filed with the records of this meeting, and the final results will be reported in a Form K within 4 business days. There being no further business to come before the meeting, in accordance with the company's bylaws, the 2021 Annual Meeting of Shareholders is now concluded, and I hereby declare the formal portion of the 2021 Annual Meeting of Shareholders adjourned. Now, Andrew Witty, our Chief Executive Officer of UnitedHealth Group and a Director, will make a few remarks about our business. I would like to remind you portions of Andrew'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-Qs. Andrew's remarks may also reference non-GAAP amounts. A reconciliation of the non-GAAP to GAAP amounts is available on the annual meeting section of our website.

Thank you, Dannette, and thank all of you again for joining us today. I'm going to start by thanking our shareholders for your trust, for your confidence and for your support as we continue to pursue our enduring mission to help people live healthier lives and to help make the health system work better for everyone. Thank you also to my colleagues, the more than 330,000 people of UnitedHealth Group, serving our patients, members and customers around the world. They are united in mission and restless in spirit. They continue to demonstrate extraordinary resilience and empathy during these unprecedented times. Together, we're committed to help him build a compassionate patient-centered health system that ensures every person has access to affordable, high-quality health care that meets their unique needs and helping to build a system that supports that kind of care. As we approach the midpoint of 2021, I'm pleased to report continued strength across our business. Optum and UnitedHealthcare are generating steady and consistent revenue and earnings growth. Based on our strong start to the year, in April, we increased our full year adjusted earnings outlook to a range of $18.10 to $18.60 per share. We continue to expand our ability to serve new markets and more people. At UnitedHealthcare in 2021, we expect to serve more than 1.5 million additional people, with some of our strongest growth occurring this year in our program serving seniors. Today, UnitedHealthcare is privileged to serve nearly 50 million people, and we count more than 1.4 million physicians and care professionals as our valued partners. Through Optum, we are supporting the health care needs of more than 100 million people through our clinical, pharmacy care and financial services offerings. That number continues to grow as we build more ways of serving people through our trusted physicians and clinical professionals in local markets. Our foundational strategy is well-established in both its effectiveness and adaptability to change in circumstance. As we've said many times, we're not looking to make any sharp left or right turns in strategic direction. We have the right capabilities and the right assets in place. Now is the time to bring them together, further evolving and integrating our offerings and sharpening our focus in 3 priority areas. First, we're leveraging the capabilities and deep expertise of our full enterprise to create greater value for patients, members and customers through service-orientated collaboration. Today, Optum worked with UnitedHealthcare and many other payers to help millions of seniors manage chronic conditions and close gaps in care through services delivered in the home, such as our house calls and growing post-acute care programs. OptumRx's Genoa Healthcare provides holistic pharmacy clinical care services for more than 0.5 million Medicaid and Medicare's highest risk members, those suffering from complex conditions, behavioral health challenges and substance issues, dramatically increase in medication adherence rates while reducing rates of hospitalization and making care more affordable. And Genoa provides these services, not just to members of UnitedHealthcare, but for many other payers and their respective members. These are just 2 of many examples of collaboration and partnership occurring across the organization. We believe we have the potential to do so much more to create new products and services and improve the experiences not only -- for not only the millions of people who rely on us for care but for every provider, employer, public sector program, life sciences companies and more than 200 health plans that we serve. The second prime area of opportunity is data and technology, leveraging our assets and capabilities to help the health care system work more like an actual system, ensuring information can move quickly and accurately, while upholding the highest standards for privacy and security, improving productivity and eliminating administrative complexity and providing advanced insights and intelligence to help physicians provide better care, allowing them to spend more time with their patients. It's about pairing digital therapies with personalized human interactions and finding new ways to ensure we are always there for our patients whenever and wherever they need high quality care. Our third priority is continuing to put the people we serve at the center of our business, meeting their rapidly changing expectations for simplicity, quality and convenience by creating intuitive experiences rooted in compassion and empathy. We are pursuing every opportunity to take friction and anxiety out of the health care experience, from how to access care to where it is delivered to how it is paid for. Every touch point in the health care experience should be and feel seamlessly connected. In recent years, our teams have been embracing these approaches in designing more consumer responsive benefits, home-based and virtual care initiatives, health care banking and digital experiences. While we've made significant progress, enormous potential remains. In my conversations with employees over the last few months, one of the most consistent themes I hear is that the reason people join this company is the same reason they stay, our mission, to help people live healthier lives and help make the health system work better for everyone. 2 of those words stand out from the rest for me, especially in the light of the experience of the last year. The first word is help. The moment the world realized we were about to endure the greatest health care crisis in any of our lifetimes, the people of UnitedHealth Group were there, prepared and ready to support the global response. We provided $2 billion in support to members and customers. We accelerated our own funding off and helped distribute $100 billion in CARES Act funding to providers in need. And we provided more than $100 million in direct support to our most vulnerable communities, while the more than 130,000 clinicians of this company bravely served on the front lines of care. Today, UnitedHealth Group is partnering with local state and federal officials in the United States and around the world, supporting the largest vaccination effort in history. The second word from that mission is everyone. The COVID-19 crisis brought into sharp relief for severe inequalities that have long plagued our health system. We drew on our deep relationships with national partners and community organizations to ensure access to testing, treatment and vaccinations for our neighbors most in need, building on our decades-long commitment to advancing health equity. For many years, we've worked in partnership with state and local leaders to better understand their community's unique needs and help solve their most difficult challenges. And as a testament to these long-standing relationships, the centers for Medicare and Medicaid services, presented our colleagues at UnitedHealthcare with its 2020 Health Equity award for significantly reducing disparities in postpartum care for women in underserved communities. From creating a more inclusive, equitable and diverse culture within our company to ensuring our health systems workforce reflects the communities we serve, the people of UnitedHealth Group are motivated to help create lasting change to drive sustainable change. Sustainability is an extension of our business strategy, our culture and our mission, fundamental to our purpose as a company. We are more determined than ever to work with our partners in government, employers, health care providers and others to create a simpler, more effective health system for those that experience, provide and pay for care and to provide distinct value for you, our shareholders and society more broadly. It is a determination to help and to help everyone. We know we are so privileged to serve people through this enterprise, and we'll continue to honor that commitment each day and for generations to come. And with that, I would like to thank you for your attention.

We'll now turn to our general question-and-answer session. Our first question is from [ Robert Abrams ]. Voter access is a vitally important and politically neutral issue. Voter access is also good for business. What is UnitedHealth Group doing to support voter access on the federal and state levels? As one option, would UnitedHealth Group support having UnitedHealth Group employees hand out bottles of water, branded with UnitedHealth Group information to people standing in line to vote? And we'll ask Mr. Steve Hemsley, the Chair of our Board to answer this question.

Good morning, and I thank you for the question. I would offer in response that we believe strongly in the right to vote, and participate in the political process and the efforts to support and protect those rights for all Americans. At the same time, we do not claim to have the expertise and how elections are administered and have not taken nor do we intend to take positions on specific state election laws. But as part of our efforts to encourage and to support our employees' ability to exercise their voting rights, each year, we provide our U.S.-based employees with non-Partisan information about voter registration, about voting locations, about early mail and voting and about upcoming election dates. We will continue to provide that support and encouragement to them, and I thank you for the question.

Our next question is from [ Mark Zation ]. Has the company increased its use of algorithms and artificial intelligence? And I'll ask Andrew Witty, our CEO, to answer.

Thank you very much for the question. We continue to invest significantly in developing increased capabilities to be able to give better advice to physicians and be able to better understand how to deliver the best possible quality health care for our members and customers across our 2 companies of Optum and UnitedHealthcare. Within that, we certainly invest in areas such as machine learning and AI. I would say, though, that most important is the very significant population of physicians and clinicians within our organization, who we rely on to make the very best judgment and interpretation of the data that we look to understand properly. So yes, we continue to expand our use of automated analytic tools but very much in conjunction with the deep professional expertise of our clinical organization. Thank you for the question.

I understand we have no further questions from shareholders. Thank you very much for your support of UnitedHealth Group and for joining us today. This concludes our meeting.