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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)

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 Par Value

CNC

NYSE

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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:

			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
			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
			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
			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
			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

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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:

May 15, 2023

By:

/s/ Christopher A. Koster

Christopher A. Koster Executive Vice President, Secretary and General Counsel