8-KLeadership ChangesExhibits & Filings

CENTENE CORP 8-K Report, Executive Changes (Apr 15, 2022)

Filed April 15, 2022For Securities:CNC

Summary

Centene Corporation (CNC) announced on April 15, 2022, the resignation of a board member, Leslie Norwalk, effective immediately. The company stated that Ms. Norwalk's resignation was due to a disagreement with the Board's governance process and leadership. This development occurs amidst Centene's ongoing efforts to strengthen its corporate governance since November 2021, which include appointing new directors, refreshing committee leadership, separating CEO and Chairman roles, and implementing a mandatory retirement age for directors. The company emphasized its unified support for CEO Sarah London and her leadership team, who are focused on executing the company's value creation strategy. Centene provided Ms. Norwalk with a copy of the disclosure and an opportunity to respond regarding her statements in the filing. Investors should monitor any further developments related to board governance and the company's strategic execution.

Key Highlights

  • 1Director Leslie Norwalk resigned effective April 11, 2022, citing disagreements with Board governance process and leadership.
  • 2The resignation is framed by Centene as part of its broader commitment to enhancing corporate governance.
  • 3Centene has implemented significant governance improvements since November 2021, including new board members and leadership changes.
  • 4The company explicitly stated the entire Board supports CEO Sarah London and her leadership team.
  • 5This filing includes Ms. Norwalk's resignation letter as an exhibit.
  • 6Centene provided Ms. Norwalk an opportunity to respond to the company's statements in the filing.

Frequently Asked Questions

Centene stated that Leslie Norwalk resigned due to a disagreement with the Board's governance process and Board and committee leadership. Her resignation letter is included as an exhibit to the filing.

Yes, since November 2021, Centene has implemented several governance enhancements. These include appointing five new Board members, refreshing committee Chairs (Nominating and Governance, Audit, Compensation), separating the CEO and Chairman roles, appointing a new lead independent director, and implementing a mandatory Board retirement age.

Yes, the company explicitly stated that the entire Board is united in its support for the new CEO, Sarah London, and her leadership team, emphasizing their focus on executing the company's value creation strategy.

Centene provided Ms. Norwalk with a copy of the disclosures in the Current Report and offered her the chance to furnish a letter stating whether she agrees or disagrees with the statements made and in what respects.