2014.04.22 Form 8-K



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 22, 2014

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))





ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) At the 2014 Annual Meeting of Stockholders held on April 22, 2014, our stockholders approved the amendment to our 2012 Stock Incentive Plan to increase the number of common shares reserved for issuance under the plan by 1,750,000 from 2,300,000 to 4,050,000, as well as to effect certain other changes.
A copy of the Amended and Restated 2012 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 2014 Annual Meeting of Stockholders on April 22, 2014, the following actions were taken:

•
Michael F. Neidorff, Richard A. Gephardt and John R. Roberts were re-elected as Class I Directors; and
•
The proposal to amend the Company's Certificate of Incorporation to provide for the annual election of directors was not approved; and
•
The proposal to amend the Company's Certificate of Incorporation to increase the number of authorized shares of common stock was approved; and
•
The proposal to approve the advisory vote on executive compensation was approved; and
•
The proposal to amend the 2012 Stock Incentive Plan was approved; and
•
The selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014, was ratified.

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 22, 2014 are as follows:
1.
Election of Directors:
For
 
Withheld
 
Broker
Non-Votes
 
 
 
Michael F. Neidorff
50,832,479

 
1,566,886

 
1,892,275

 


 
Richard A. Gephardt
49,366,557

 
3,032,808

 
1,892,275

 


 
John R. Roberts
52,248,320

 
151,045

 
1,892,275

 


 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
2.
Approval of Amendment of Articles of Incorporation to Provide for the Annual Election of Directors.
43,208,656

 
9,186,317

 
4,392

 
1,892,275

 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
 
3.
Approval of Amendment of Articles of Incorporation to Increase the Number of Authorized Shares.
43,037,617

 
11,167,047

 
86,976

 


 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
4.
Advisory resolution to approve executive compensation.
37,548,198

 
14,757,354

 
93,813

 
1,892,275

 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
5.
Approval of Amendment to the 2012 Stock Incentive Plan.
44,275,053

 
8,114,063

 
10,249

 
1,892,275

 
 
 
 
 
 
 
 
 
  
 
For
 
Against
 
Abstentions
 
 
6.
Ratification of KPMG LLP as registered public accountants.
53,242,175

 
1,040,771

 
8,694

 







ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No.
 
Description
10.1
 
Amended and Restated 2012 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.
 
 
CENTENE CORPORATION
 
 
 
 
 
Date:
April 22, 2014
By:
 
/s/ William N. Scheffel
 
 
 
 
William N. Scheffel
Executive Vice President & Chief Financial Officer