8-KCorporate ChangesExhibits & Filings

CENTENE CORP 8-K Report, Bylaw Amendment (Oct 27, 2016)

Filed October 27, 2016For Securities:CNC

Summary

Centene Corporation (CNC) announced a significant change in its corporate governance through an amendment to its By-Laws, effective October 25, 2016. The most impactful change is the adoption of a majority voting standard for uncontested director elections. This means directors must now receive a majority of the votes cast for their election, moving away from the previous plurality voting standard. This shift towards a majority vote standard enhances shareholder accountability. In instances where a director nominee fails to secure a majority of the "for" votes, they are required to tender their resignation. The Board will then review this resignation and make a decision within 90 days, publicly disclosing the outcome and rationale. This move is investor-focused, providing shareholders with greater influence over board composition and governance.

Key Highlights

  • 1Centene Corporation adopted a majority voting standard for uncontested director elections, replacing the previous plurality voting standard.
  • 2This change became effective on October 25, 2016, upon adoption by the Board of Directors.
  • 3Under the new policy, directors who receive more "against" votes than "for" votes in an uncontested election must tender their resignation.
  • 4The Nominating and Governance Committee will review tendered resignations.
  • 5The Board of Directors will make a decision on the resignation within 90 days of the vote certification.
  • 6The Board's decision regarding a tendered resignation will be publicly disclosed, including the reasoning.
  • 7Plurality voting will be retained for contested director elections.

Frequently Asked Questions

The primary change is the adoption of a majority voting standard for the election of directors in uncontested elections. Previously, a plurality standard was used. This means directors now need to receive a majority of the votes cast to be elected.

If a director nominee receives more votes against their election than for it, they are required to tender their resignation to the Board of Directors.

The Board of Directors will make the final decision regarding the tendered resignation, following a recommendation from the Nominating and Governance Committee. The Board has 90 days from the vote certification to act and will publicly disclose its decision.

No, the filing specifies that the plurality voting standard will be retained for contested elections, where the number of nominees exceeds the number of directors to be elected.