UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2023
CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 001-31826 | | 42-1406317 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | | | | | | | |
| 7700 Forsyth Boulevard, | | |
| St. Louis, | Missouri | | 63105 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (314) 725-4477
(Former Name or Former Address, if Changed Since Last Report): N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.001 Par Value | | CNC | | NYSE |
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 10, 2023, the Company held its Annual Meeting. There were 507,196,531 shares of common stock represented at the Annual Meeting. The stockholders of the Company voted as follows on the following matters at the Annual Meeting:
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| 1. | Election of Directors. The ten directors were elected at the Annual Meeting for a one-year term based upon the following votes: | | |
| | Director Nominee | | For | | Against | | Abstain | | Broker Non-Votes | | |
| | Jessica L. Blume | | 464,810,199 | | 8,694,829 | | 12,779,405 | | 20,912,098 | | |
| | Kenneth A. Burdick | | 480,536,857 | | 5,525,016 | | 222,560 | | 20,912,098 | | |
| | Christopher J. Coughlin | | 452,841,750 | | 20,677,665 | | 12,765,018 | | 20,912,098 | | |
| | H. James Dallas | | 468,870,076 | | 4,645,599 | | 12,768,758 | | 20,912,098 | | |
| | Wayne S. DeVeydt | | 469,994,883 | | 16,126,335 | | 163,215 | | 20,912,098 | | |
| | Frederick H. Eppinger | | 457,080,119 | | 28,858,030 | | 346,284 | | 20,912,098 | | |
| | Monte E. Ford | | 478,985,615 | | 7,057,667 | | 241,151 | | 20,912,098 | | |
| | Sarah M. London | | 481,688,450 | | 4,335,436 | | 260,547 | | 20,912,098 | | |
| | Lori J. Robinson | | 455,742,066 | | 17,601,889 | | 12,940,478 | | 20,912,098 | | |
| | Theodore R. Samuels | | 457,394,435 | | 16,026,058 | | 12,863,940 | | 20,912,098 | | |
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| 2. | Non-binding advisory vote on executive compensation. The Company's executive compensation was approved by a non-binding advisory vote based upon the following votes: | | |
| | | | For | | Against | | Abstain | | Broker Non-Votes | | |
| | | | 408,119,178 | | 77,813,537 | | 351,718 | | 20,912,098 | | |
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| 3. | Non-binding advisory vote on frequency of future advisory votes on executive compensation. The frequency of future advisory votes on executive compensation was 1 Year based upon the following votes: | | |
| | | | 1 Year | | 2 Years | | 3 Years | | Abstain | | |
| | | | 479,944,774 | | 118,020 | | 6,058,224 | | 163,415 | | |
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| 4. | Ratification of the appointment of KPMG LLP. The appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 was ratified based upon the following votes: | | |
| | | | For | | Against | | Abstain | | | | |
| | | | 496,331,179 | | 10,734,626 | | 130,726 | | | | |
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| 5. | Shareholder proposal for shareholder ratification of termination pay. The shareholder proposal was not approved based upon the following votes: | | |
| | | | For | | Against | | Abstain | | Broker Non-Votes | | |
| | | | 44,697,030 | | 441,040,108 | | 547,295 | | 20,912,098 | | |
| | | | | | | | | | | | |
| 6. | Shareholder proposal for maternal morbidity reduction metrics in executive compensation. The shareholder proposal was not approved based upon the following votes: | | |
| | | | For | | Against | | Abstain | | Broker Non-Votes | | |
| | | | 59,585,452 | | 422,734,550 | | 3,964,431 | | 20,912,098 | | |
SIGNATURE
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.
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| | CENTENE CORPORATION |
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| Date: | May 15, 2023 | By: | | /s/ Christopher A. Koster |
| | | | Christopher A. Koster
Executive Vice President, Secretary and General Counsel |
