8-KMaterial AgreementsExhibits & Filings

CENTENE CORP 8-K Report, Material Agreement (Feb 11, 2005)

Filed February 11, 2005For Securities:CNC

Summary

Centene Corporation (CNC) filed an 8-K on February 11, 2005, to report significant changes to its non-employee director compensation, effective as of its 2005 Annual Meeting of Stockholders. The primary driver of this filing is the adoption of a new compensation structure that shifts away from meeting fees towards a more substantial quarterly retainer and equity-based incentives. Key changes include an increased quarterly retainer for all non-employee directors, with additional retainers for committee chairs (Audit, Compensation, Nominating and Governance). Furthermore, directors will now receive restricted stock grants valued at $75,000 annually, vesting in full by the next annual meeting. New directors will also receive a stock option grant for 10,000 shares, vesting over three years. These changes aim to better align director compensation with company performance and shareholder interests.

Key Highlights

  • 1Centene Corporation's board approved a new compensation structure for non-employee directors, effective from the 2005 Annual Meeting of Stockholders.
  • 2Quarterly retainer fees for non-employee directors are increased to $18,750.
  • 3All per-meeting fees for directors have been eliminated.
  • 4Additional quarterly retainer fees are introduced for committee chairs: $2,500 for the Audit Committee chair and $1,250 for the Compensation and Nominating/Governance Committee chairs.
  • 5Each non-employee director will receive an annual grant of restricted stock valued at $75,000, vesting one year after grant.
  • 6New non-employee directors will receive a stock option grant for 10,000 shares, exercisable at market price, with vesting over three years.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the adoption of a new compensation arrangement for Centene Corporation's non-employee directors, which includes changes to retainer fees, the elimination of meeting fees, and the introduction of equity-based compensation.

The new structure eliminates per-meeting fees and replaces them with higher fixed quarterly retainer fees. It also introduces annual restricted stock grants and initial stock options for new directors, shifting the compensation mix towards equity and long-term alignment.

Each non-employee director will receive restricted stock grants valued at $75,000, calculated based on the stock price prior to the grant date. These grants will vest in full as of the immediately succeeding Annual Meeting of Stockholders.

Newly elected non-employee directors will receive a non-qualified stock option to purchase 10,000 shares of common stock. The exercise price will be the market price on the trading day before the grant, and the options will vest over three annual installments.