8-KCorporate ChangesOther EventsExhibits & Filings

CENTENE CORP 8-K Report, Bylaw Amendment (Feb 7, 2019)

Filed February 7, 2019For Securities:CNC

Summary

Centene Corporation (CNC) filed an 8-K on February 7, 2019, primarily to announce the effectiveness of a two-for-one stock split and an increase in authorized shares. The stock split, distributed as a 100% stock dividend, became effective on February 6, 2019, with shares beginning to trade at the split-adjusted price on February 7, 2019. This action doubles the number of outstanding shares, impacting per-share metrics and potentially increasing liquidity. In conjunction with the stock split, Centene's stockholders approved an amendment to the Certificate of Incorporation to increase the number of authorized common shares from 400,000,000 to 800,000,000. This move provides Centene with greater flexibility for future capital raising activities, strategic acquisitions, or employee stock plans. The filing also references prior disclosures related to the stock split and the press release announcing these events.

Key Highlights

  • 1Centene Corporation's stock split (2-for-1) in the form of a 100% stock dividend became effective on February 6, 2019.
  • 2The stock split will result in shares trading at a split-adjusted price starting February 7, 2019.
  • 3The number of authorized common shares has been increased from 400,000,000 to 800,000,000.
  • 4The increase in authorized shares was approved by stockholders at a special meeting on January 28, 2019.
  • 5The amendment to the Certificate of Incorporation became effective upon filing with the Delaware Secretary of State on February 6, 2019.
  • 6These actions provide Centene with enhanced financial flexibility for future corporate activities.
  • 7The company issued a press release on February 7, 2019, to announce the effectiveness of the stock split and the filing of the amendment.

Frequently Asked Questions

The stock split is a 2-for-1 event, meaning for every share you owned, you now own two shares. While the total value of your investment remains the same immediately after the split, the price per share is halved, and the number of shares you hold is doubled. This can sometimes make shares more accessible to a wider range of investors and potentially increase trading liquidity.

Increasing the authorized shares from 400 million to 800 million gives Centene more flexibility. This expanded capacity can be used for various future purposes, such as financing potential acquisitions, issuing stock for employee compensation plans (like stock options or grants), or raising capital through future stock offerings without needing immediate shareholder approval for each issuance.

No, the stock split itself does not directly change the total market value of your investment. You will own twice as many shares, but each share will be worth half of its pre-split price. For example, if a share was trading at $100 before the split, it would trade at approximately $50 after a 2-for-1 split, and your total holding value would remain around $100.

The stock split became effective on February 6, 2019, and shares began trading at the split-adjusted price on February 7, 2019. The increase in authorized shares also became effective on February 6, 2019, upon its filing with the Delaware Secretary of State.