form8k.htm
 
 
 
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 27, 2010
 
 
CENTENE CORPORATION
 
 
 
(Exact name of registrant as specified in its charter)
 
         
Delaware
(State or other jurisdiction of incorporation)
  
001-31826
(Commission file number)
  
42-1406317
(IRS Employer Identification No.)
 
7711 Carondelet Avenue, St. Louis, Missouri 63105
 
 
(Address of principal executive office and zip code)
 
 
Registrant’s telephone number, including area code: (314) 725-4477
 
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))
     
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
 
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS


(e) At the 2010 Annual Meeting of Stockholders held on April 27, 2010, our stockholders approved amendments to our 2003 Stock Incentive Plan to increase the number of common shares reserved for issuance under the plan by 2,150,000 from 6,900,000 to 9,050,000, as well as to effect certain other changes.
   
    A copy of the Amended and Restated 2003 Stock Incentive Plan 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 2010 Annual Meeting of Stockholders on April 27, 2010, Pamela A. Joseph and Tommy G. Thompson were re-elected as Class III Directors.  The votes with respect to each nominee are set forth below:

   
Total Votes For
Each Director
    
Total Votes Withheld
 From Each Director
    
Total Broker
Non-votes
  
Pamela A. Joseph
     37,948,615       6,196,619       2,092,101  
Tommy G. Thompson
     33,424,769       10,720,465       2,092,101  
   
    Also at the meeting, the following actions were taken:

·  
the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010, was ratified; and
·  
amendments to the 2003 Stock Incentive Plan were approved.

  
  
Total 
Votes For
    
Total 
Votes Against
    
Total 
Votes Abstain
    
Total Broker
Non-votes
  
Ratification of KPMG LLP
     46,011,657       218,042       7,636       -  
Amendments to the 2003 Stock Incentive Plan
     36,655,185       7,484,500       5,549       2,092,101  
 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits
 
Exhibit No.
  
Description
10.1
  
Amended and Restated 2003 Stock Incentive Plan
 
  

 
 
 

 
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.
 
Date: April 30, 2010
CENTENE CORPORATION
 
  
 
By:
 /s/ WILLIAM N. SCHEFFEL
  
   
William N. Scheffel
  
   
Executive Vice President and Chief Financial Officer
  
 
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
  
Exhibit No.
  
Description
10.1
  
Amended and Restated 2003 Stock Incentive Plan