8-KLeadership ChangesMaterial AgreementsExhibits & Filings

CENTENE CORP 8-K Report, Material Agreement (Apr 28, 2006)

Filed April 28, 2006For Securities:CNC

Summary

Centene Corporation (CNC) filed a Form 8-K on April 28, 2006, reporting significant personnel changes and an amendment to its equity incentive plan. The key event is the appointment of J. Per Brodin as the new Senior Vice President, Chief Financial Officer, Secretary, and Treasurer, replacing Karey L. Witty, who has been promoted to Senior Vice President and Chief Executive of the Health Plan Business Unit. Mr. Brodin brings substantial accounting and auditing experience from his previous roles at May Department Stores and Arthur Andersen, LLP. Additionally, the company adopted a revised form of Restricted Stock Unit Agreement for equity awards under its 2003 Stock Incentive Plan. This revision primarily amends the tax withholding provisions for these awards. Investors should note the leadership transition in the finance department and the updated equity award terms, which may impact future compensation structures and financial reporting.

Key Highlights

  • 1Appointment of J. Per Brodin as new CFO, Secretary, and Treasurer, effective April 24, 2006.
  • 2Karey L. Witty promoted to Senior Vice President and Chief Executive, Health Plan Business Unit.
  • 3J. Per Brodin's prior experience includes Vice President and Chief Accounting Officer at Centene and roles at May Department Stores and Arthur Andersen.
  • 4Revised form of Restricted Stock Unit Agreement adopted for equity awards under the 2003 Stock Incentive Plan.
  • 5The primary amendment to the RSU Agreement concerns tax withholding provisions.
  • 6Mr. Brodin's new role includes a standard executive severance and change in control agreement with specific terms for salary continuation, bonus payouts, and equity vesting under various termination scenarios.
  • 7The severance agreement also includes non-competition and non-solicitation clauses.

Frequently Asked Questions

Centene Corporation announced two key leadership changes: Karey L. Witty has been promoted to Senior Vice President and Chief Executive of the Health Plan Business Unit, and J. Per Brodin has been appointed as the new Senior Vice President, Chief Financial Officer, Secretary, and Treasurer. Mr. Brodin succeeds Mr. Witty in the finance role.

J. Per Brodin, 44, was appointed as the new CFO. His prior experience includes serving as Centene's Vice President and Chief Accounting Officer from November 2005 to April 2006. Before that, he held accounting and reporting roles at May Department Stores Company and spent over a decade with Arthur Andersen, LLP, where he reached the level of Senior Manager.

Centene adopted a revised form of its Restricted Stock Unit Agreement for equity incentive awards. The primary change introduced by this revised agreement is an amendment to the tax withholding provisions related to awards granted under the 2003 Stock Incentive Plan.

Mr. Brodin's severance agreement includes provisions for compensation and benefits if his employment is terminated by the company without cause or by him for good reason. These terms differ based on whether a 'change in control' has occurred. In general, they provide for salary continuation, prorated or average bonus payouts, continued medical coverage, and accelerated vesting of equity awards, along with non-competition and non-solicitation clauses.