Minn.’s Hatch Protests Compensation Package Given to Health Group CEO

April 26, 2006

Minnesota’s Attorney General Mike Hatch said this week that he will press the state’s $50 billion investment fund to vote against UnitedHealth Group Inc. chairman Bill McGuire to protest his compensation.

McGuire, who is also CEO of the nation’s second-largest managed care company, is up for re-election to UnitedHealth Group’s board of directors along with three other directors. Shareholders can choose whether to vote for, or withhold votes for, the directors at their annual meeting May 2.

Hatch and Gov. Tim Pawlenty are members of the State Board of Investment, which manages more than $50 billion in pension funds. Its holdings include 2.25 million shares of Minnetonka-based UnitedHealth, worth almost $113 million. The board is scheduled to meet Thursday to consider how to vote those shares, which amount to a fraction of 1 percent of the company.

McGuire’s pay package has come under fire recently because of disclosures that the directors gave him stock options that appeared to be timed to maximize their value. McGuire held $1.6 billion in exercisable stock options at the end of 2005, according to a corporate filing made earlier this month.

In a letter to 135 pension investment managers, Hatch cited news reports that UnitedHealth directors have gotten $159.2 million in stock options.

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