8-K 1 form8-k.htm FORM 8-K Document




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): April 25, 2017

CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware
 
001-31826
 
42-1406317
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

7700 Forsyth Blvd.
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)

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):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    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 o
 
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. o






ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e)
At the 2017 Annual Meeting of Stockholders held on April 25, 2017, our stockholders approved the amendment to the 2012 Stock Incentive Plan to increase the number of common shares reserved for issuance under the plan and to effect certain other changes.

A copy of the Centene Corporation 2012 Stock Incentive Plan, As Amended, is included as Exhibit 10.1 to this current report. The above description is qualified in its entirety by reference to such exhibit.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
At the 2017 Annual Meeting of Stockholders on April 25, 2017, the following actions were taken:

Michael F. Neidorff, Robert K. Ditmore, and Richard A. Gephardt were re-elected as Class I Directors;
The proposal to approve the advisory vote on executive compensation was approved;
The proposal to amend the 2012 Stock Incentive Plan was approved;
The proposal to hold an advisory vote on executive compensation for the frequency of "1 YEAR" was approved; and
The selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017, was ratified.

In light of these results, the Board of Directors has determined to hold an annual advisory vote on executive compensation. The final results of voting on each of the matters submitted to a vote of security holders during the Registrant's annual meeting of shareholders on April 25, 2017, are as follows:
 
1.
Election of Directors:
FOR
 
AGAINST
 
ABSTAIN
 
 
 
 
 
 
Michael F. Neidorff
138,177,288
 
5,120,682
 
394,737
 
 
 
 
 
 
Robert K. Ditmore
134,864,432
 
8,630,524
 
197,751
 
 
 
 
 
 
Richard A. Gephardt
142,887,303
 
547,881
 
257,523
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
 
 
2.
Advisory resolution to approve executive compensation.
127,288,920
 
16,130,574
 
273,213
 
10,345,348
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
 
 
3.
Approval of amendment to the 2012 Stock Incentive Plan.
126,126,463
 
17,366,708
 
199,536
 
10,345,348
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1 YEAR
 
2 YEARS
 
3 YEARS
 
ABSTAIN
 
BROKER NON-VOTES
 
4.
Advisory vote on frequency of advisory votes on executive compensation.
127,351,478
 
153,797
 
15,967,091
 
220,341
 
10,345,348
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
FOR
 
AGAINST
 
ABSTAIN
 
 
 
 
 
5.
Ratification of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017.
151,123,992
 
2,731,726
 
182,337
 
 
 
 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)
Exhibits. See Exhibit Index.






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.
 
 
CENTENE CORPORATION
 
 
 
 
 
Date:
April 27, 2017
By:
 
 /s/ JEFFREY A. SCHWANEKE
 
 
 
 
Jeffrey A. Schwaneke
Executive Vice President & Chief Financial Officer





EXHIBIT INDEX
Exhibit Number
 
Description
10.1
 
Centene Corporation 2012 Stock Incentive Plan, As Amended