Delaware
(State or other jurisdiction of incorporation)
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001-31826
(Commission file number)
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42-1406317
(IRS Employer Identification No.)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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·
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Michael F. Neidorff, Richard A. Gephardt, and John R. Roberts were re-elected as Class I Directors; and
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·
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The selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, was ratified; and
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·
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The proposal to approve the advisory vote on executive compensation was approved; and
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·
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The proposal to hold an advisory vote on executive compensation every year was approved.
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1.
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Election of Directors:
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For
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Withheld
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Broker
Non-Votes
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||||||
Michael F. Neidorff
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43,197,800
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2,660,009
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1,586,443
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|||||
Richard A. Gephardt
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40,631,014
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5,226,795
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1,586,443
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|||||
John R. Roberts
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44,392,717
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1,465,092
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1,586,443
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For
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Against
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Abstentions
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|||||||
2.
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Ratification of KPMG LLP as registered public accountants
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47,386,407
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46,068
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11,777 |
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|||||
For
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Against
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Abstentions
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Broker
Non-Votes
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|||||||
3.
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Approval of the advisory vote on executive compensation
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32,688,969
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13,139,728
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29,112
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1,586,443
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One Year
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Two Years
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Three Years
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Abstentions
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Broker
Non-Votes
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|||||
4.
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Advisory vote on the frequency of votes on executive compensation
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40,025,544
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2,235,690
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3,584,018
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12,557
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1,586,443
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Date: April 28, 2011
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CENTENE CORPORATION
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By:
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/s/ WILLIAM N. SCHEFFEL
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William N. Scheffel
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Executive Vice President and Chief Financial Officer
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Exhibit
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||
Number
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Description
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99.1
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Notice* of Redemption and Officers' Certificate.
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*
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The notice is being furnished pursuant to Item 2.04, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange of 1934, as amended.
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