8-KOther Events

CENTENE CORP 8-K Report, Corporate Update (Jun 14, 2019)

Filed June 14, 2019For Securities:CNC

Summary

This 8-K filing by Centene Corporation (CNC) provides supplemental information regarding its proposed acquisition of WellCare Health Plans, Inc. The primary focus is on the executive compensation and retention arrangements for two key WellCare executives, Kenneth Burdick and Andrew Asher, who will be transitioning to new roles within Centene post-acquisition. These arrangements include accelerated vesting of certain WellCare equity awards and new employment agreements with Centene that detail their roles, salaries, bonus opportunities, and long-term incentive compensation. Notably, to facilitate the integration and ensure continued leadership, Centene has agreed to significant compensation packages for Messrs. Burdick and Asher, including substantial equity grants and severance provisions. These disclosures are intended to supplement the information previously provided in the Form S-4 registration statement and joint proxy statement/prospectus, ensuring transparency for investors regarding potential impacts on executive compensation and retention related to the WellCare acquisition.

Key Highlights

  • 1Centene is providing supplemental disclosures related to the acquisition of WellCare Health Plans, Inc.
  • 2Key WellCare executives, Kenneth Burdick and Andrew Asher, have entered into new employment agreements with Centene.
  • 3Arrangements include accelerated vesting of existing WellCare equity awards for Messrs. Burdick and Asher.
  • 4Mr. Burdick will serve as Executive Vice President with a base salary of $1.4 million, a target bonus of 150%, initial equity grants valued at $4.4 million, and ongoing long-term incentives.
  • 5Mr. Asher will serve as Executive Vice President with a base salary of $750,000, a target bonus of 100%, a $1.25 million cash bonus, and initial equity grants valued at $1.25 million.
  • 6Both executives will be subject to customary restrictive covenants, including non-competition and non-solicitation clauses.
  • 7The disclosures aim to provide transparency regarding executive compensation and retention as part of the WellCare acquisition integration.

Frequently Asked Questions

The main purpose of this 8-K filing is to provide supplemental information to investors regarding the proposed acquisition of WellCare Health Plans, Inc. Specifically, it details the executive compensation and employment arrangements for two key WellCare executives, Kenneth Burdick and Andrew Asher, who will be transitioning to roles within Centene after the merger.

Kenneth Burdick will receive an annual base salary of $1.4 million, a target annual bonus of 150% of base salary, an initial restricted stock unit (RSU) grant valued at $4.4 million, and ongoing long-term incentive compensation. Andrew Asher will receive an annual base salary of $750,000, a target annual bonus of 100% of base salary, a $1.25 million cash bonus, and an initial RSU grant valued at $1.25 million. Both will also have previously granted WellCare equity awards vest accelerated.

These arrangements are designed to ensure the retention of key talent and facilitate a smooth integration of WellCare into Centene. By offering competitive compensation and accelerated vesting, Centene aims to incentivize Messrs. Burdick and Asher to remain with the combined company and support the success of the acquisition.

Investors can find more detailed information in Centene's Form S-4 registration statement filed on May 23, 2019, which includes the joint proxy statement/prospectus. This document, along with other filings by Centene and WellCare, can be accessed on the SEC's website (www.sec.gov) and the respective company websites.