2015.04.28 Form 8-K Annual Meeting



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, 2015

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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
At the 2015 Annual Meeting of Stockholders on April 28, 2015, the following actions were taken:

•
Robert K. Ditmore, Frederick H. Eppinger and David L. Steward were re-elected as Class II Directors;
•
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, 2015, was ratified; and
•
The proposal to ratify an amendment to the Company's By-Laws to include a forum selection clause 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, 2015, are as follows:
1.
Election of Directors:
For
 
Withheld
 
Broker
Non-Votes
 
 
 
Robert K. Ditmore
101,631,678

 
1,841,587

 
6,807,321

 


 
Frederick H. Eppinger
103,033,525

 
439,740

 
6,807,321

 


 
David L. Steward
101,661,770

 
1,811,495

 
6,807,321

 


 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
2.
Advisory resolution to approve executive compensation.
89,980,613

 
12,992,019

 
500,633

 
6,807,321

 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 


  
 
For
 
Against
 
Abstentions
 
 
3.
Ratification of KPMG LLP as registered public accountants.
107,821,932

 
2,224,780

 
233,874

 


 
 
 
 
 
 
 
 


 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
4.
Ratification of amendment to the Company's By-Laws to include a forum selection clause.
61,504,937

 
41,717,572

 
250,756

 
6,807,321







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 29, 2015
By:
 
/s/ William N. Scheffel
 
 
 
 
William N. Scheffel
Executive Vice President & Chief Financial Officer