Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 4, 2021, UnitedHealth Group Incorporated (the "Company") filed a
Form 8-K announcing, among other matters, the appointment of Dirk C. McMahon to
the office of President and Chief Operating Officer of the Company and the
creation of an Office of the Chief Executive with Sir Andrew Witty, the
Company's Chief Executive Officer, and John F. Rex, the Company's Chief
Financial Officer and Mr. McMahon, as members. On February 22, 2021, the
Compensation and Human Resources Committee of the Board of Directors of the
Company, after considering Messrs. McMahon's and Rex's substantial
responsibilities, market data and other factors, approved an annual base salary
of $1,200,000 for each of Messrs. McMahon and Rex.
Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 23, 2021, the Board of Directors of the Company approved an
amendment to the Company's Bylaws to reduce the threshold of voting power of
shareholders required to call a special meeting from 25% to 15%. The amendment
is effective as of February 23, 2021.
Item 9.01.  Financial Statements and Exhibits.
Exhibit       Description
                Amended and Restated Bylaws of UnitedHealth Group

Incorporated, effective February 23,


  3.2         2021
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 26, 2021

UNITEDHEALTH GROUP INCORPORATED

                      By:                   /s/ Dannette L. Smith

                                           Dannette L. Smith
                                           Secretary to the Board of Directors

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