8-KCorporate ChangesExhibits & Filings

CENTENE CORP 8-K Report, Bylaw Amendment (Feb 6, 2015)

Filed February 6, 2015For Securities:CNC

Summary

Centene Corporation (CNC) filed an 8-K on February 6, 2015, primarily detailing an amendment to its By-Laws. The Board of Directors adopted a resolution to designate the Court of Chancery of the State of Delaware as the exclusive forum for specific legal actions against the company. This move aims to centralize litigation, potentially reducing costs and providing greater predictability in legal proceedings. While this amendment was adopted by the Board and does not require immediate shareholder approval, Centene intends to seek ratification from its shareholders at the upcoming 2015 Annual Meeting. The company has also stated its commitment to repealing the amendment if shareholder approval is not obtained, indicating a willingness to be responsive to shareholder sentiment on corporate governance matters.

Key Highlights

  • 1Centene Corporation's Board of Directors amended the company's By-Laws on February 2, 2015.
  • 2The amendment designates the Delaware Court of Chancery as the exclusive forum for certain legal disputes involving the company.
  • 3This forum selection provision applies unless the company consents to an alternative forum in writing.
  • 4Shareholders are deemed to have consented to personal jurisdiction in the designated Delaware forum.
  • 5The amendment does not require immediate shareholder approval.
  • 6Centene plans to submit the amendment for shareholder ratification at the 2015 Annual Meeting of Stockholders.
  • 7The company will repeal the amendment if it does not receive shareholder approval.

Frequently Asked Questions

The primary purpose is to establish the Delaware Court of Chancery as the exclusive venue for certain legal actions against the company. This aims to streamline litigation and potentially reduce legal costs and uncertainty.

No, the amendment was adopted by the Board of Directors and does not require immediate shareholder approval. However, Centene intends to seek shareholder ratification at the 2015 Annual Meeting.

If the amendment does not receive shareholder approval at the 2015 Annual Meeting, Centene intends to repeal it.

For Centene, it can lead to more consistent application of Delaware corporate law, potentially lower litigation costs, and a more predictable legal environment. For shareholders, it might offer more experienced judicial review for complex corporate disputes, though it also limits their choice of venue for specific legal actions.