8-KOther Events

CENTENE CORP 8-K Report, Corporate Update (Dec 14, 2018)

Filed December 14, 2018For Securities:CNC

Summary

Centene Corporation (CNC) announced on December 14, 2018, that its Board of Directors has approved a two-for-one stock split, structured as a 100% stock dividend. This action is intended to be effective in the first quarter of 2019 and is a significant event for shareholders as it effectively doubles the number of shares outstanding. The stock split is contingent upon stockholder approval of an amendment to the company's certificate of incorporation, which will increase the number of authorized shares. Investors should note that this announcement also serves as notice regarding the solicitation of proxies for a Special Meeting of Stockholders. This meeting is crucial for obtaining the necessary approval for the increase in authorized shares required to effect the stock split. Centene has filed a preliminary proxy statement with the SEC detailing the meeting and related matters. Shareholders are strongly encouraged to read these documents carefully, as they contain important information regarding the proposed changes and the solicitation process.

Key Highlights

  • 1Centene Corporation announced a two-for-one stock split in the form of a 100% stock dividend, expected to be effective in Q1 2019.
  • 2The stock split is subject to stockholder approval to amend the company's certificate of incorporation to increase authorized shares.
  • 3The record date for the Special Meeting of Stockholders and the stock dividend is December 24, 2018.
  • 4A preliminary proxy statement has been filed with the SEC regarding the Special Meeting.
  • 5Shareholders are urged to read the proxy statement and other SEC filings for important information.
  • 6Centene has provided contact information for obtaining proxy materials and further details.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce Centene Corporation's Board of Directors' decision to declare a two-for-one stock split, structured as a 100% stock dividend, and to inform investors about the upcoming Special Meeting of Stockholders required to approve the necessary increase in authorized shares.

As a shareholder, you will need to vote on the proposed amendment to Centene's certificate of incorporation to increase the number of authorized shares. You will receive proxy materials, including a preliminary proxy statement, which you should read carefully to understand the implications of the proposed amendment and how to cast your vote.

The stock split is expected to be effective in the first quarter of 2019, pending stockholder approval of the amendment to the certificate of incorporation.

A two-for-one stock split means that for every share of common stock you currently own, you will receive an additional share, effectively doubling your total number of shares. The total market value of your investment is not expected to change immediately as a result of the split, but the price per share will be halved.