United Healthcare 2009 Annual Report Download - page 99

ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Pursuant to General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K,
information regarding our executive officers is provided in Item 1 of Part I of this Annual Report on Form 10-K
under the caption “Executive Officers of the Registrant.”
The remaining information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K
will be included under the headings “Corporate Governance,” “Election of Directors” and “Section 16(a)
Beneficial Ownership Reporting Compliance” in our definitive proxy statement for our Annual Meeting of
Shareholders to be held May 25, 2010, and such required information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Items 402, 407(e)(4) and (e)(5) of Regulation S-K will be included under the
headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in our
definitive proxy statement for our Annual Meeting of Shareholders to be held May 25, 2010, and such required
information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table sets forth certain information, as of December 31, 2009, concerning shares of common stock
authorized for issuance under all of our equity compensation plans.
Plan Category
(a)
Number of securities
to be issued upon
exercise of
outstanding
options, warrants
and rights (3)
(b)
Weighted-average
exercise
price of
outstanding
options, warrants
and rights (3)
(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
Equity compensation plans approved by
shareholders (1) ........................... 80,727,176 $34.61 72,777,932(4)
Equity compensation plans not approved by
shareholders (2) ........................... — — —
Total (2) ................................... 80,727,176 $34.61 72,777,932
(1) Consists of the UnitedHealth Group Incorporated 2002 Stock Incentive Plan, as amended, and the
UnitedHealth Group 1993 Employee Stock Purchase Plan, as amended. Includes 6,170,280 options to
acquire shares of common stock that were originally issued under the United HealthCare Corporation 1998
Broad-Based Stock Incentive Plan, as amended, which was not approved by the Company’s shareholders,
but the shares issuable under the 1998 Broad-Based Stock Incentive Plan were subsequently included in the
number of shares approved by the Company’s shareholders when approving the 2002 Stock Incentive Plan.
(2) Excludes 950,529 shares underlying stock options assumed by us in connection with our acquisition of the
companies under whose plans the options originally were granted. These options have a weighted-average
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