United Healthcare 2012 Annual Report Download - page 110
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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 2013 Annual Meeting of
Shareholders, 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,” “Director Compensation,” “Corporate Governance—Risk Oversight” and
“Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement for our 2013
Annual Meeting of Shareholders, 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, 2012, 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))
(in millions) (in millions)
Equity compensation plans approved by
shareholders(1) ............................ 51 $43 63
(4)
Equity compensation plans not approved by
shareholders(2) ............................ — — —
Total(2) .................................... 51 $43 63
(1) Consists of the UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended, and the
UnitedHealth Group 1993 Employee Stock Purchase Plan, as amended.
(2) Excludes 0.1 million 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 exercise price of $41 and an average remaining term of approximately 2.1 years. The options are
administered pursuant to the terms of the plan under which the option originally was granted. No future
awards will be granted under these acquired plans.
108