SEC v. McGuire (Stock Options Backdating)
Former UnitedHealth Group CEO William W. McGuire paid $468 million (including a $7 million civil penalty) to settle a Securities and Exchange Commission (SEC) enforcement action involving alleged stock options backdating. The SEC alleged that during a 12-year period (1994 through 2005), McGuire repeatedly caused the company to grant undisclosed, in-the-money stock options to himself and other UnitedHealth officers and employees without recording in the company’s books and disclosing to shareholders material amounts of compensation expenses as required by accounting rules. The SEC alleged that UnitedHealth filed quarterly and annual financial statements that McGuire knew, or was reckless in not knowing, contained materially false and misleading statements concerning the true grant dates and proper exercise prices of stock options. As a result, investors were misled to believe that stock options were granted with strike prices not less than the fair market value. Without admitting or denying the SEC’s charges, McGuire agreed pay a civil penalty and reimburse the company for all incentive- and equity-based compensation he received from 2003 through 2006.
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- Enforcement Agency
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CalPERS et al. v. UnitedHealth Group (Stock Options Backdating)