UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2022
 
CENTENE CORPORATION
 
(Exact Name of Registrant as Specified in Charter)
 
Delaware
   001-31826  
42-1406317
(State or Other Jurisdiction of Incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

7700 Forsyth Boulevard
    
St. Louis, Missouri
   63105
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (314) 725-4477
 
(Former Name or Former Address, if Changed Since Last Report): N/A
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which
registered
         
Common stock, $0.001 Par Value
  
CNC
   NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 21, 2022, the Board of Directors (the “Board”) of Centene Corporation (the “Company”) appointed Sarah M. London, currently the Company’s Vice Chairman and member of the Office of the Chairman, to the position of Chief Executive Officer of the Company, effective immediately, succeeding of Michael F. Neidorff.

Effective with the appointment of Ms. London as the Company’s Chief Executive Officer, the Office of the Chairman will no longer oversee the day-to-day management of the Company or discharge the duties of the Chief Executive Officer.

Mr. Neidorff remains on a previously announced medical leave of absence from his position on the Board of the Company.

Biographical information for Ms. London may be found in the Company’s definitive proxy statement relating to its 2022 Annual of Stockholders filed with the U.S. Securities and Exchange Commission on March 11, 2022, as well as in the press release attached hereto as Exhibit 99.1, and is incorporated herein by reference.

As of the time of the filing of this Current Report on Form 8-K, the Company has not yet made any determinations with regard to modifying Ms. London’s compensatory arrangements in connection with Ms. London’s appointment as the Company’s Chief Executive Officer.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the events described in Item 5.02 above is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number
  
Description
 
Press Release, dated March 22, 2022.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
CENTENE CORPORATION
       
Date:
March 22, 2022
By:
/s/ Christopher A. Koster
     
Christopher A. Koster
Executive Vice President, Secretary and General Counsel