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): March 21, 2022
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))
|
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
|
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March 21, 2022, the Board of Directors (the “Board”) of
Centene Corporation (the “Company”) appointed Sarah M. London, currently the Company’s Vice Chairman and member of the Office of the Chairman, to the
position of Chief Executive Officer of the Company, effective immediately, succeeding of Michael F. Neidorff.
Effective with the appointment of Ms. London as the Company’s Chief Executive Officer, the Office of the Chairman will no longer oversee the day-to-day
management of the Company or discharge the duties of the Chief Executive Officer.
Mr. Neidorff remains on a previously announced medical leave of absence from his position on the Board of the Company.
Biographical information for Ms. London may be found in the Company’s definitive proxy statement relating to its 2022 Annual of Stockholders filed with
the U.S. Securities and Exchange Commission on March 11, 2022, as well as in the press release attached hereto as Exhibit 99.1, and is incorporated herein by reference.
As of the time of the filing of this Current Report on Form 8-K, the Company has not yet made any determinations with regard to modifying Ms. London’s
compensatory arrangements in connection with Ms. London’s appointment as the Company’s Chief Executive Officer.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the events described in Item 5.02 above is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
|
Exhibit Number
|
|
Description
|
|
|
|
Press Release, dated March 22, 2022.
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
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:
|
March 22, 2022
|
By:
|
/s/ Christopher A. Koster
|
| |
|
|
Christopher A. Koster
Executive Vice President, Secretary and General Counsel
|
