Lobbying Disclosure – UnitedHealth Group (2012)

Resolved: Shareholders of UnitedHealth Group (“UNH” or the “Company”) request that the Board of Directors (the “Board”) authorize the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing the lobbying of legislators and regulators, including that done on the Company’s behalf by trade organizations. The disclosure should include both direct and indirect lobbying and grassroots lobbying communications.

2. A listing of payments (both direct and indirect, including payments to trade organizations) used for direct lobbying as well as grassroots lobbying communications, including the amount of the payment and the recipient.

3. Membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4. Description of the decision making process and oversight by the management and the Board for (a) direct and indirect lobbying contribution or expenditure; and (b) payment for grassroots lobbying expenditure.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that: (a) refers to specific legislation, (b) reflects a view on the legislation and (c) encourages the recipient of the communication to take action with respect to the legislation. Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. The report shall be presented to the Audit Committee or other relevant oversight committee of the Board and posted on the Company’s website.

Supporting Statement

Under the U.S. Supreme Court’s decision in Citizens United v. Federal Election Commission, corporations are considered persons having the right to express opinions on public policy issues. However, corporations can exert significantly greater influence than single individuals or groups and may promote interests unknown and contrary to the interests of their own shareholders.

For example, many companies in the health care industry have told their shareholders they are in basic support of the federal health reform law known as the Affordable Care Act, albeit with a desire for necessary changes. However, many of these corporations are members of groups such as the U.S. Chamber of Commerce, the American Legislative Exchange Council (“ALEC”) and other organizations which are actively working to eliminate the Affordable Care Act.

It is important that our Company’s lobbying positions, as well as processes to influence public policy, are transparent. Public opinion is skeptical of corporate influence on Congress and public policy. Questionable lobbying activity may pose risks to our Company’s reputation when controversial positions are embraced. Hence, we believe full disclosure of UNH’s policies, procedures and oversight mechanisms is warranted.

UNH has spent nearly $23 million from 2008 through Q1 2011 on direct federal lobbying activities, according to public records. These figures may not include its grassroots lobbying to directly influence legislation by mobilizing public support or opposition. Also, not all states require disclosure of lobbying expenditures to influence legislation or regulation and UNH does not disclose contributions to tax-exempt organizations that write and endorse model legislation, such as a $50,000 contribution to ALEC’s 2011 annual meeting (http://thinkprogress.org/politics/2011/08/05/288823/alec-exposed-corporations-funding/).

Wal-Mart Stores – Report on the Employee Free Choice Act Lobbying Activities and Expenses

Resolved

Shareholders of Wal-Mart Stores, Inc. (the “Company”) request that the Board of Directors prepare a report by September 30, 2009, at reasonable expense and omitting proprietary information, describing the Company’s lobbying activities and expenses relating to the Employee Free Choice Act, together with a description of the lobbying activities and expenses of any entity supported by the Company, during the 110th Congress.

Supporting Statement

The Employee Free Choice Act (H.R. 800) would modernize the National Labor Relations Act by streamlining the process through which employees form, join, or assist labor organizations as well as providing for mandatory injunctions for unfair labor practices during organizing efforts.  It was designed to remedy the well-documented problem of income disparity in the United States by giving employees a voice at work and to reduce the growing number of labor law violations committed by employers each year.  According to Human Rights Watch, “[F]reedom of association is a right under severe, often buckling pressure when workers in the United States try to exercise it.”

The Center for Economic and Policy Research estimated that one in five employers whose workers are trying to form a union fire at least one employee.  American Rights at Work reported that 49 percent of employers studied had threatened to close or relocate all or part of the business if workers elected to form a union.

President-elect Barack Obama supports enactment of the Employee Free Choice Act and it was approved by the U.S. House of Representatives, 241-185, on March 1, 2007.  It was filibustered in the United State Senate, despite gaining majority support.

Our Company has been mobilizing its U.S. store managers and department supervisors to oppose the Employee Free Choice Act.  According to the Wall Street Journal, “thousands of Wal-Mart store managers and department heads have been summoned to mandatory meetings at which the retailer stresses the downside for workers if stores were to be unionized.”  (WSJ, 8/1/2008)

Since the twin issues of income disparity and the Employee Free Choice Act have become major public policy issues, the Congress has repeatedly reviewed the merits of amending and modernizing the National Labor Relations Act.  The 111th Congress and the President will again consider the merits of the Employee Free Choice Act.

Shareholders of the Company need comprehensive information on the Company’s lobbying and related activities concerning the Employee Free Choice Act to determine how the Company is protecting and enhancing shareholder value with respect to the rights of employees.