As annual meetings approach, publicly traded companies navigate the inclusion of shareholder resolution proposals in their proxy materials. These companies often seek assurances from the Securities and Exchange Commission (SEC) regarding the exclusion of certain proposals, aiming to avoid potential enforcement actions.

The Proposal and UnitedHealth’s Response

In January, unitedhealth Group communicated to the SEC its intention to exclude a proposal advocating for a report on denials of access to care, deeming it impermissibly vague and indefinite.

The company hereby respectfully requests that the [SEC] staff concur in its view that the proposal might potentially be excluded … because the proposal pertains to the ordinary business of the company and seeks to impermissibly micromanage the company.

UnitedHealth Group, in a Jan. 31 correspondence to the SEC

The proposal,submitted by the durocher Fund in collaboration with the Interfaith Center on Corporate Responsibility (ICCR),urged UnitedHealth Group to investigate how often prior authorization requirements or denials of coverage lead to delay or abandonment of medical treatment and serious adverse events for patients.

Withdrawal of the Proposal

However,earlier this month,the ICCR announced that supporters would withdraw the submission to avoid jeopardizing the chance to re-file the proposal next year.

SEC’s “Enterprise Risk” Standard

Meg Jones-Monteiro, a senior director with the New York-based ICCR, explained that after the group’s resolution was filed late last year, the SEC announced it would assess shareholder proposals in terms of enterprise risk, a standard the group hadn’t considered.