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Attachment 1

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 24, 2012
 

   
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.)
 
7700 Forsyth Boulevard, 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))
     
¨
 
 
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

As discussed below under Item 5.07, at the 2012 Annual Meeting of Stockholders on April 24, 2012, the Company’s stockholders approved the Centene Corporation 2012 Stock Incentive Plan (the “Plan”). The text of the Plan, and the description of the Plan on pages 15-21 of the Company’s Proxy Statement dated March 9, 2012 (the “Proxy Statement”), which are listed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, are incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
At the 2012 Annual Meeting of Stockholders on April 24, 2012, the following actions were taken:
 
·  
Robert K. Ditmore, Frederick H. Eppinger, and David L. Steward were re-elected as Class II Directors and Orlando Ayala was re-elected as a Class III Director; and
·  
The selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, was ratified; and
·  
The proposal to approve the advisory vote on executive compensation was approved; and
·  
The 2012 Stock Incentive Plan was adopted.
 
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 24, 2012 are as follows:
 
1.
Election of Directors:
For
 
Withheld
 
Broker
Non-Votes
       
 
Robert K. Ditmore
42,256,634
  
4,243,816
  
2,039,023
       
 
Frederick H. Eppinger
45,096,557
  
1,403,893
  
2,039,023
       
 
David L. Steward
42,983,456
 
3,516,994
 
2,039,023
       
 
Orlando Ayala
46,113,790
  
386,660
  
2,039,023
       
 
  
 
 
For
 
Against
 
Abstentions
       
2.
Ratification of KPMG LLP as registered public accountants
48,517,271
 
18,457
 
3,745
 
  
   
                     
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
   
3.
Advisory resolution to approve executive compensation
38,116,392
 
8,377,068
 
6,990
 
2,039,023
   
  
                   
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
   
4.
Adoption of the 2012 Stock Incentive Plan.
38,570,384
 
7,923,187
 
6,879
 
2,039,023
   
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
                 (d)           Exhibits.  See Exhibit Index.
 
 
 
 

 
 
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 26, 2012
CENTENE CORPORATION
 
 
 
By:
/s/ WILLIAM N. SCHEFFEL
 
   
William N. Scheffel
 
   
Executive Vice President and Chief Financial Officer
 
 
  
 
 

 
 
Exhibit Index
 
 
 
Exhibit
Number
 
 
Description
10.1
 
Centene Corporation 2012 Stock Incentive Plan, incorporated by reference to Centene Corporation 2012 Proxy Statement dated March 9, 2012, Appendix A.
10.2
 
Description of the Centene Corporation 2012 Stock Incentive Plan, incorporated by reference to pages 15-21 of the Centene Corporation 2012 Proxy Statement dated March 9, 2012.