UNITEDHEALTH GROUP INC

Adopt a bylaw policy requiring the Board Chair to be independent, with provisions that (i) require replacement if an incumbent Chair ceases to be independent, (ii) allow a waiver if no independent director is available to serve, and (iii) apply the rule prospectively. The proposal cites recent governance and operational failures, including a major cyberattack and regulatory scrutiny, arguing that combining CEO and Chair roles concentrates power and undermines independent oversight. Its sponsor asserts an independent Chair would strengthen accountability, improve challenge of management assumptions and reduce conflicts of interest. The proposal asks the Board to amend the bylaws accordingly to formalize this requirement.