8-KCorporate ChangesExhibits & Filings

CENTENE CORP 8-K Report, Bylaw Amendment (Feb 9, 2018)

Filed February 9, 2018For Securities:CNC

Summary

Centene Corporation (CNC) filed an 8-K on February 9, 2018, to report amendments to its By-Laws, primarily to implement a proxy access bylaw. This change allows qualifying shareholders to nominate director candidates and include them in the company's proxy materials, subject to specific ownership thresholds and holding periods. Specifically, the new proxy access provision permits a holder, or a group of up to 20 shareholders, who collectively own at least 3% of the outstanding common stock continuously for a minimum of 3.5 years, to nominate director nominees. These nominees can constitute up to the greater of two individuals or 20% of the Board. This amendment reflects a move towards greater shareholder engagement and governance flexibility, empowering a broader base of long-term investors to participate in the director nomination process.

Key Highlights

  • 1Centene Corporation adopted amendments to its By-Laws on February 5, 2018.
  • 2The primary amendment implements a proxy access provision.
  • 3Proxy access allows qualifying shareholders to nominate director candidates for inclusion in company proxy materials.
  • 4Shareholder groups must collectively own at least 3% of outstanding common stock for a continuous 3.5 years to utilize proxy access.
  • 5Nominees can represent up to the greater of two individuals or 20% of the Board.
  • 6Additional amendments update advance notice requirements for shareholder proposals and nominations.
  • 7The By-Laws were also clarified regarding meeting conduct and the Board's interpretation authority.

Frequently Asked Questions

Proxy access allows eligible long-term shareholders to nominate director candidates to the company's board and have those nominees included in Centene's official proxy materials. This empowers shareholders to have a more direct say in board composition.

Shareholders must collectively own at least 3% of Centene's outstanding common stock continuously for at least 3.5 years. A group can consist of up to 20 shareholders. Specific requirements for the nominees and notice also apply.

The proxy access provision allows for the nomination of director candidates constituting up to the greater of two individuals or 20% of the Board. This number cannot exceed one-half of the directors up for election at the annual meeting.

The By-Laws were also updated to reflect changes in advance notice requirements for shareholder proposals and nominations outside the proxy access process, provisions governing stockholder meetings, and to clarify the Board's authority to interpret the By-Laws. Some administrative changes were also made.