A federal judge on April 15 denied a Canadian faith-based group’s request to force UnitedHealth Group to include a shareholder proposal in its upcoming proxy materials.
The group, Mission Fund, had asked UnitedHealth’s board to publish a report describing the healthcare consequences of its acquisitions over the past 10 years. UnitedHealth declined to include the proposal in its proxy materials for the company’s June 2026 annual shareholder meeting, citing a Securities and Exchange Commission rule allowing companies to exclude proposals that relate to ordinary business operations.
Mission Fund filed a lawsuit in Washington, D.C., federal court in March seeking to compel UnitedHealth to include the proposal in its proxy materials.
U.S. District Judge Rudolph Contreras’ ruling centered on an SEC rule that allows companies to omit shareholder proposals that deal with ordinary business operations, unless a proposal focuses on a “sufficiently significant social policy issue” that transcends day-to-day management matters.
The judge acknowledged that concerns around rising healthcare costs and the consequences of vertical integration are significant policy issues, but Mission Fund’s proposal “does not, strictly speaking, request a report on the consequences” of UnitedHealth’s vertical integration strategy.
He said Mission Fund’s case differs from a separate shareholder case in 2025 involving Nashville, Tenn.-based HCA Healthcare that the SEC determined could not be excluded on ordinary business grounds. That proposal requested that HCA’s board publish a report “describing the healthcare consequences of its acquisition strategy and the impact its hospital acquisitions within the last 10 years have had on impacted communities.”
Mr. Contreras said that while the proposal is worded similarly, the HCA proposal specifically targeted hospital acquisitions and identified specific metrics, such as physician departures and pre- and post-acquisition patient satisfaction scores.
“Ultimately, the court believes that the most natural reading of Mission Fund’s proposal — and the one that shareholders would understand themselves to be voting on — is that it calls for UnitedHealth Group to review all of its acquisitions over the past decade and analyze their healthcare consequences,” he said.
While the judge denied both Mission Fund’s preliminary and permanent injunction motions, the permanent injunction was denied without prejudice, leaving the door open for Mission Fund to continue pursuing its underlying claim. UnitedHealth can also move to dismiss Mission Fund’s complaint.
Mission Fund is under the Congregation of the Sisters of the Holy Names of Jesus and Mary, which led the proposal. The congregation is a member of The Interfaith Center on Corporate Responsibility. Meg Jones-Monteiro, ICCR’s senior director for health equity and evaluation, said that although they are disappointed in the judge’s ruling, “we remain committed to this fight and in seeing our lawsuit through.”
“It is unequivocally clear that the healthcare consequences of UNH’s extensive acquisitions — is a significant policy issue that goes beyond ordinary business matters and investors should be able to get access to the information that is being requested,” she said.
UnitedHealth did not immediately respond to a request for comment on the ruling.
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