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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): April 28, 2020

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






ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
At the 2020 Annual Meeting of Stockholders on April 28, 2020, the following actions were taken:

Michael F. Neidorff, Robert K. Ditmore and Richard A. Gephardt were re-elected as Class I Directors;
Lori J. Robinson was elected as a Class I Director;
William L. Trubeck was elected as a Class II Director;
H. James Dallas was elected as a Class III Director;
The proposal to approve the advisory vote on executive compensation was approved;
The selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020, was ratified;
The proposal to approve the amendment of the 2002 Employee Stock Purchase Plan, as amended and restated was approved;
The stockholder proposal on political spending disclosures was approved; and
The stockholder proposal on the elimination of supermajority voting provisions was approved.

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 28, 2020, are as follows:
 
1.
Election of Directors:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
 
 
 
  Michael F. Neidorff
478,562,612
 
32,799,409
 
1,617,832
 
26,512,836
 
 
 
 
  H. James Dallas
509,684,584
 
3,065,469
 
229,800
 
26,512,836
 
 
 
 
  Robert K. Ditmore
431,202,205
 
81,571,031
 
206,617
 
26,512,836
 
 
 
 
  Richard A. Gephardt
444,395,050
 
68,391,455
 
193,348
 
26,512,836
 
 
 
 
  Lori J. Robinson
510,424,732
 
2,370,715
 
184,406
 
26,512,836
 
 
 
 
  William L. Trubeck
506,172,107
 
6,575,122
 
232,624
 
26,512,836
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
 
 
2.
Advisory resolution to approve executive compensation.
334,073,892
 
161,803,916
 
17,102,045
 
26,512,836
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
FOR
 
AGAINST
 
ABSTAIN
 
 
 
 
 
3.
Ratification of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.
533,252,395
 
6,048,845
 
191,449
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
 
 
4.
Approval of amendment to the 2002 Employee Stock Purchase Plan, as amended and restated.
512,027,069
 
769,199
 
183,585
 
26,512,836
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
 
 
5.
Stockholder proposal on political spending disclosures.
262,605,857
 
248,773,309
 
1,600,687
 
26,512,836
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
 
 
6.
Stockholder proposal on the elimination of supermajority voting provisions.
481,127,084
 
31,371,954
 
480,815
 
26,512,836
 
 





EXHIBIT INDEX
Exhibit Number
 
Description
104
 
Cover page information from Centene Corporation’s Current Report on Form 8-K, formatted in iXBRL (Inline Extensible Business Reporting Language).







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 1, 2020
By:
 
/s/ Jeffrey A. Schwaneke
 
 
 
 
Jeffrey A. Schwaneke
Executive Vice President & Chief Financial Officer




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