8-KShareholder Matters

CENTENE CORP 8-K Report, Shareholder Vote Results (May 14, 2025)

Filed May 14, 2025For Securities:CNC

Summary

Centene Corporation (CNC) filed an 8-K detailing the outcomes of its Annual Meeting of Stockholders held on May 13, 2025. The filing indicates strong shareholder support for the company's slate of directors, with all eleven nominees receiving a significant majority of the votes cast for their election to a one-year term. This outcome suggests continued confidence from investors in the current leadership and governance of the company. Furthermore, shareholders provided advisory approval for the company's executive compensation structure and ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The proposed 2025 Stock Incentive Plan also received shareholder approval, indicating support for management's equity-based compensation strategies. Notably, two shareholder proposals related to climate change disclosure and reporting were not approved.

Key Highlights

  • 1All eleven director nominees were elected with substantial majority support at the Annual Meeting.
  • 2Shareholders provided a non-binding advisory approval for the company's executive compensation.
  • 3The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2025 was ratified.
  • 4The proposed 2025 Stock Incentive Plan received shareholder approval.
  • 5Two shareholder proposals concerning climate change disclosures and reporting were not approved by a majority of votes.
  • 6Approximately 496 million shares of common stock were represented at the meeting, indicating significant shareholder participation.

Frequently Asked Questions

No, all eleven incumbent directors were re-elected for one-year terms with substantial shareholder support. The filing does not indicate any new director appointments or departures.

While non-binding, this vote gives shareholders an opportunity to express their views on the company's executive compensation policies. The approval suggests that shareholders are generally satisfied with the current compensation structure.

Yes, the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified by shareholders, confirming their continued role.

Both shareholder proposals, one seeking disclosure of plans to reduce climate change contributions and another requesting a report on climate risk to retirement investments, were not approved by the shareholders.