Our People and Culture 83 2021 Sustainability Report Responsible Business Practices A Modern, High-Performing Health System Introduction Performance Data Environmental Health Shareholder rights We value and respect the rights of our shareholders and have implemented strong shareholder practices. Our directors are elected annually by a majority vote of our shareholders. UnitedHealth Group does not have a dual-class share structure and no supermajority shareholder approval provisions, as each share of common stock is entitled to one vote. We do not allow shareholders the right to purchase additional shares at a discount in the event of a takeover attempt. Shareholders can call a special meeting and act by written consent. Our bylaws also contain proxy access with standard market provisions. Directors are subject to a conflicts of interest policy and tender an irrevocable offer to resign if they do not receive majority support. From there, the board will accept, absent a compelling reason. Say on Pay Having received a 72% “For” vote on our annual Say on Pay proposal last year, as compared to an average of over 95% support from 2011 through 2020, we sought feedback from shareholders to better understand what motivated their votes and what actions we could take to address topics relating to our executive compensation program. We were pleased to hear shareholders indicate their strong support of the overall design of our executive compensation program as well as the company’s overall pay-for-performance philosophy. To be responsive to shareholder feedback, we took a set of responsive actions to concerns raised by shareholders, which can be found in the proxy statement .