8-KLeadership ChangesRegulation FDExhibits & Filings

CENTENE CORP 8-K Report, Executive Changes (Jan 11, 2022)

Filed January 11, 2022For Securities:CNC

Summary

Centene Corporation (CNC) announced the appointment of Leslie Norwalk as an additional independent director to its Board of Directors, effective January 11, 2022. This appointment fulfills a requirement of the cooperation agreement previously entered into with Politan Capital Management LP, as disclosed in a December 14, 2021 8-K filing. Ms. Norwalk's election is a result of mutual agreement between Centene and Politan, indicating a collaborative approach to board composition following the activist investor's engagement. Ms. Norwalk will serve as a Class II director, with her term expiring at the 2024 annual meeting of stockholders. She has also been appointed to key board committees: the Compliance Committee, the Environmental and Social Responsibility Committee, and the Government and Regulatory Affairs Committee. Her compensation will align with the company's standard non-employee director compensation program. This appointment is not linked to any other undisclosed arrangements or related party transactions involving Ms. Norwalk.

Key Highlights

  • 1Leslie Norwalk appointed as an additional independent director to the Board.
  • 2Appointment is in accordance with the cooperation agreement with Politan Capital Management LP.
  • 3Ms. Norwalk's term as a Class II director expires at the 2024 annual meeting.
  • 4Appointed to the Compliance, Environmental and Social Responsibility, and Government and Regulatory Affairs Committees.
  • 5Compensation follows the standard non-employee director program.
  • 6No undisclosed arrangements or related party transactions associated with Ms. Norwalk's appointment.

Frequently Asked Questions

Leslie Norwalk's appointment is significant as it fulfills a key requirement of the cooperation agreement between Centene and activist investor Politan Capital Management. This suggests a resolution or de-escalation of the governance concerns raised by Politan, leading to a collaboratively agreed-upon addition to the Board.

Ms. Norwalk was mutually agreed upon by both Centene and Politan Capital Management as an additional independent director to be appointed to the Board. This indicates she is likely perceived by both parties as bringing valuable expertise and an independent perspective.

Ms. Norwalk has been appointed to three key committees: the Compliance Committee, the Environmental and Social Responsibility Committee, and the Government and Regulatory Affairs Committee. These appointments suggest a focus on critical areas for Centene's operations and public image.

Ms. Norwalk will participate in Centene's standard compensation program for non-employee directors, as previously described in the company's proxy statement.