Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



Election of Directors; Appointment of Certain Officers
On February 4, 2021, UnitedHealth Group Incorporated ("UnitedHealth Group" or
the "Company") announced Sir Andrew P. Witty has become Chief Executive Officer
and a director of UnitedHealth Group and Dirk C. McMahon has become President
and Chief Operating Officer of UnitedHealth Group.
Additional information regarding Sir Andrew and Mr. McMahon, including their
experience over the past five years, is incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 2019. Sir
Andrew and Mr. McMahon do not have any direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Compensatory Arrangements of Certain Officers and Directors

In connection with the transition described above, on February 3, 2021, the
Board of Directors and the Compensation and Human Resources Committee of the
Board, after considering market data, internal equity, advice from the
Compensation Committee's independent compensation consultant, and other factors,
made the following changes to Sir Andrew's compensation:
•Approved an annual base salary of $1,500,000.
•Entered into the attached amendment to his employment agreement, which is
incorporated by reference.
Departure of Directors and Certain Officers

On February 2, 2021, Mr. David S. Wichmann retired as the Company's Chief
Executive Officer and member of the Board after playing an instrumental role
leading, building and unifying UnitedHealth Group over its most pivotal two-plus
decades of growth and diversification, successfully achieving the growth and
performance goals set when he became Chief Executive Officer in 2017 and guiding
the Company during the onset of the pandemic. Mr. Wichmann is continuing in a
transition role through March 31, 2021. As a result of Mr. Wichmann's lengthy
and successful tenure with the Company, he has met the definition of retirement
set forth in his previously granted equity awards, which will continue to vest
in accordance with their terms, similar to equity awards granted to other
employees. For a two-year period, Mr. Wichmann will also receive payments
approximating his most recent base salary and non-equity incentive compensation
award.
Item 9.01.  Financial Statements and Exhibits.
Exhibit       Description

5.02. Amended and Restated Employment Agreement dated February 3, 2021 between the Company and

Andrew P. Witty
104           Cover Page Interactive Data File (formatted as Inline XBRL).

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                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 8, 2021

UNITEDHEALTH GROUP INCORPORATED

                      By:                   /s/ Dannette L. Smith

                                           Dannette L. Smith
                                           Secretary to the Board of Directors

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