8-KLeadership ChangesExhibits & Filings

CENTENE CORP 8-K Report, Executive Changes (Dec 14, 2016)

Filed December 14, 2016For Securities:CNC

Summary

This 8-K filing from Centene Corporation (CNC) details an amendment to the executive employment agreement of its Chairman, President, and CEO, Michael F. Neidorff. The key aspect is the planned leadership transition, with a successor CEO expected to be appointed by April 2020. Following the appointment of his successor, Mr. Neidorff will transition to an Executive Chairman role for one year, and subsequently to Non-Executive Chairman, ensuring continued leadership and a smooth transition. This amendment also includes the grant of 20,000 stock options to Mr. Neidorff, which will vest over three years. Additionally, it outlines specific termination payment provisions if Mr. Neidorff's employment is terminated on or before December 31, 2018. The extension of his contract beyond the previous December 2017 termination date was agreed upon to maintain leadership continuity amidst the current regulatory environment and facilitate an orderly leadership transition.

Key Highlights

  • 1Amendment to CEO Michael F. Neidorff's employment agreement filed.
  • 2Successor CEO expected to be appointed by April 2020 annual stockholder meeting.
  • 3Mr. Neidorff to transition to Executive Chairman for one year post-successor appointment, then Non-Executive Chairman.
  • 420,000 stock options granted to Mr. Neidorff, vesting over three years.
  • 5Termination payment provisions detailed for terminations on or before December 31, 2018.
  • 6Contract extension aims to ensure leadership continuity and orderly transition.
  • 7Mr. Neidorff to continue as CEO until his successor is appointed.

Frequently Asked Questions

The primary purpose of this filing is to announce an amendment to the employment agreement of Centene's CEO, Michael F. Neidorff, which outlines a plan for his succession and future role, as well as certain compensation and termination provisions.

Mr. Neidorff is expected to continue as CEO until his successor is appointed, which is anticipated to occur on or before the company's annual stockholder meeting in April 2020.

Following the appointment of his successor, Mr. Neidorff will serve as Executive Chairman for one year and then transition to a Non-Executive Chairman role.

The amendment includes a grant of 20,000 stock options that will vest over three years. It also details specific termination payments if his employment is terminated on or before December 31, 2018, which vary based on the timing of the termination.