UnitedHealth shareholder 'say on pay' fails

  • Article by: CHEN MAY YEE , Star Tribune
  • Updated: May 24, 2010 - 9:24 PM

The proposal got more votes than last year but still fell short of a majority.

A proposal to let shareholders weigh in on executive compensation at UnitedHealth Group was narrowly voted down at the company's annual meeting Monday.

Forty-six percent of shareholders present voted for the so-called "say on pay" proposal, shy of the 50 percent needed to pass it. Another proposal, for UnitedHealth to fully disclose what it spends on lobbying, also did not pass, with 7.3 percent voting for it.

While "say on pay" has come up before -- garnering a vote of 38.5 percent last year -- the finances of insurance companies are under more scrutiny than ever with the passage of health reform.

The proposal was for a non-binding "advisory vote," which would allow shareholders the opportunity at each annual meeting to say what they think about the compensation of top executives. It was introduced by the New York-based Nathan Cummings Foundation.

UnitedHealth's board of directors, whose members were overwhelmingly reelected Monday, had recommended against the "say on pay" proposal. A yes-or-no vote, they said, "does not effectively distinguish among the various elements of compensation and goals, and thus does not offer a mechanism for constructive input by shareholders on a matter of considerable complexity and great importance."

The Conference Board, a New York-based business research organization, recently recommended that companies adopt such advisory votes. "[They] should be seen as an opportunity to begin a dialogue with shareholders," said Matteo Tonello, director of corporate governance research.

UnitedHealth's Chief Executive Stephen Hemsley pulled in $102 million in 2009, of which $98.6 million came from exercised stock options.

Minnetonka-based UnitedHealth held its shareholders meeting this year in Overland Park, Kan., where it has a large pharmacy benefits facility.

Chen May Yee • 612-673-7434

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