8-KCorporate ChangesExhibits & Filings

CENTENE CORP 8-K Report, Bylaw Amendment (Aug 28, 2013)

Filed August 28, 2013For Securities:CNC

Summary

Centene Corporation (CNC) has filed an 8-K report on August 28, 2013, detailing significant amendments to its By-Laws, effective August 23, 2013. These changes are primarily administrative and designed to align with modern corporate governance practices and Delaware law updates. Key updates include provisions for electronic communication for notices, meetings, and board actions, reflecting advancements in technology. The amendments also standardize the voting standard for most stockholder matters to a majority of votes cast, excluding abstentions and broker non-votes. Additionally, the company has increased the advance notice period for stockholders wishing to propose business or nominate directors, requiring earlier and more comprehensive submissions. These by-law revisions streamline corporate procedures and enhance flexibility in communication and meeting conduct. Investors should note the stricter deadlines and information requirements for submitting proposals or director nominations for upcoming annual meetings, particularly the 2014 annual meeting, which has specific transitional notice periods outlined. The ability to hold meetings by remote communication and conduct board business electronically offers greater operational efficiency. Furthermore, the Board retains the sole authority to fill any vacancies on the Board, maintaining control over its composition. The explicit allowance for un-certificated shares also signifies a move towards more modern share management.

Key Highlights

  • 1Amendments to Centene's By-Laws are effective as of August 23, 2013.
  • 2New provisions allow for the use of remote communication for stockholder meetings and electronic transmission for notices and waivers.
  • 3The general voting standard for stockholder meetings (excluding director elections) is now a majority of votes cast, excluding abstentions and broker non-votes.
  • 4The advance notice period for stockholders to propose business or nominate directors at annual meetings has been significantly extended.
  • 5New deadlines for the 2014 annual meeting require notice between November 24, 2013, and December 24, 2013.
  • 6The Board of Directors retains the sole authority to fill any vacancies on the Board.
  • 7The By-Laws now explicitly permit the use of un-certificated shares.

Frequently Asked Questions

The primary changes involve updating the By-Laws to align with modern corporate governance and Delaware law, allowing for electronic communication for notices and meetings, standardizing voting thresholds, extending advance notice periods for stockholder proposals, and clarifying the Board's authority to fill its own vacancies and use un-certificated shares.

Stockholders now have a longer advance notice window. For the 2014 annual meeting, notice for proposals or director nominations must be submitted no earlier than November 24, 2013, and no later than December 24, 2013. Additional information and representations will also be required from the stockholder and any director nominee.

Yes, the amendments explicitly permit stockholder meetings to be held by means of remote communication, meaning they can be conducted without a physical meeting site.

For most matters properly brought before a stockholder meeting (excluding the election of directors), the general voting standard is now a majority of the votes cast. Abstentions and broker non-votes are not counted as votes cast under this standard.