8-KFinancial EventsShareholder MattersExhibits & Filings

CENTENE CORP 8-K Report, Triggering Event (Apr 28, 2011)

Filed April 28, 2011For Securities:CNC

Summary

Centene Corporation (CNC) filed an 8-K on April 28, 2011, detailing two significant corporate actions. First, the company announced the full redemption of its outstanding $175 million aggregate principal amount of 7¼% Senior Notes due 2014. The redemption is scheduled for May 27, 2011, and the notes will be repurchased at a premium of 103.625% of the principal amount, plus accrued interest. This action indicates a proactive approach to managing its debt structure, potentially reflecting favorable financing conditions or a strategic shift in capital management. Second, the filing reports on the outcomes of the 2011 Annual Meeting of Stockholders held on April 26, 2011. Key decisions included the re-election of three Class I Directors, the ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2011, and the approval of the advisory vote on executive compensation. Importantly, shareholders also approved holding an advisory vote on executive compensation annually, signaling a desire for more frequent shareholder input on executive pay. These outcomes suggest board stability and alignment with shareholder preferences regarding corporate governance and executive remuneration.

Key Highlights

  • 1Centene Corp. is redeeming its entire $175 million aggregate principal amount of 7¼% Senior Notes due 2014 on May 27, 2011.
  • 2The redemption price for the senior notes will be 103.625% of the principal amount plus accrued interest.
  • 3Michael F. Neidorff, Richard A. Gephardt, and John R. Roberts were re-elected as Class I Directors at the 2011 Annual Meeting of Stockholders.
  • 4KPMG LLP was ratified as Centene's independent registered public accounting firm for the fiscal year ending December 31, 2011.
  • 5Shareholders approved the advisory vote on executive compensation.
  • 6Shareholders also approved holding an advisory vote on executive compensation annually.

Frequently Asked Questions

The filing doesn't explicitly state the reason, but redeeming debt can be driven by various factors such as taking advantage of lower interest rates, improving the company's debt maturity profile, or repurposing capital for other strategic initiatives. Investors should monitor future filings for any disclosed reasons or strategic implications.

Centene will pay 103.625% of the $175 million principal amount, plus any accrued and unpaid interest up to the redemption date of May 27, 2011. This means the total cost will be approximately $181.3 million plus accrued interest.

The advisory vote on executive compensation, often called a 'Say-on-Pay,' allows shareholders to express their opinion on the company's executive compensation practices. The approval indicates shareholder support for the current compensation structure. The additional approval to hold this vote annually means shareholders will have a recurring opportunity to voice their opinions on executive pay.

Michael F. Neidorff, Richard A. Gephardt, and John R. Roberts were re-elected as Class I Directors. Their re-election suggests continuity in board leadership and strategy. Investors can research these directors' backgrounds and committee memberships for deeper insights into their contributions and oversight responsibilities.