CENTENE CORP : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Effective April 27, 2021, upon approval by Centene Corporation (the "Company")
stockholders at the Company's 2021 Annual Meeting of Stockholders (the "Annual
Meeting"), the Company adopted the Centene Corporation 2012 Stock Incentive
Plan, as amended (as amended, the "Plan") to, among other things, increase the
number of shares of common stock reserved for issuance by up to 15,000,000
shares, subject to the termination of the remaining shares of the Company's
common stock which had constituted an unused share reserve under the WellCare
Health Plans, Inc. 2019 Incentive Compensation Plan and had been reserved for
issuance of future awards granted by the Company under the Plan, resulting in an
incremental increase of 5,218,816 shares.

For a summary of the terms and conditions of the Plan, see "Proposal 4: Approval
of the Amendment to the 2012 Stock Incentive Plan, As Amended" in the Company's
definitive proxy statement filed with the Securities and Exchange Commission on
March 12, 2021, which description is incorporated herein by reference. That
summary of the Plan is qualified in its entirety by reference to the full text
of the Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by
reference.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On April 27, 2021, the Company amended and restated its Certificate of
Incorporation, as amended (the "Certificate of Incorporation") to remove the
provisions that require a supermajority voting threshold and to replace them
with a majority voting threshold (the "Charter Amendment").

The Charter Amendment was previously approved by the Board of Directors (the
"Board") of the Company, subject to stockholder approval, and approved by the
Company's stockholders at the Annual Meeting, as further described in Item 5.07
below.

Additionally, the Board approved an amendment to the Amended and Restated By-Laws of the Company (the "By-Laws"), which became effective as of April 27, 2021 as a result of the stockholder approval of the Charter Amendment, reflecting corresponding changes to the By-Laws.

The foregoing description of the amendments to the Certificate of Incorporation
and By-Laws does not purport to be complete and is qualified in its entirety by
reference to the full text of the Amended and Restated Certificate of
Incorporation and the By-Laws, as amended and restated. Copies of the Amended
and Restated Certificate of Incorporation and the Amended and Restated By-Laws
are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form
8-K and incorporated by reference herein.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting held on April 27, 2021, the following actions were taken:

•Jessica L. Blume, Frederick H. Eppinger, David L. Steward and William L.
Trubeck were re-elected as Class II Directors;
•The proposal to approve the advisory vote on executive compensation was
approved;
•The selection of KPMG LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2021, was ratified;
•The proposal to approve the amendment of the 2012 Stock Incentive Plan, as
amended, was approved;
•The proposal to approve the amendment and restatement of the Company's
Certificate of Incorporation to eliminate supermajority voting provisions was
approved; and
•The stockholder proposal to elect each director annually was approved.



--------------------------------------------------------------------------------

The final results of voting on each of the matters submitted to a vote of security holders during the Annual Meeting held on April 27, 2021, are as follows:

      1.     Election of Directors:                      FOR                   AGAINST                ABSTAIN              BROKER NON-VOTES
             Jessica L. Blume                        492,992,301              2,258,195                90,038                 23,623,568
             Frederick H. Eppinger                   461,444,181             33,801,650                94,703                 23,623,568
             David L. Steward                        350,599,328             134,205,539             10,535,667               23,623,568
             William L. Trubeck                      489,139,525              6,068,139               132,870                 23,623,568

                                                         FOR                   AGAINST                ABSTAIN              BROKER NON-VOTES
      2.     Advisory resolution to approve          308,107,755             182,886,691             4,346,088                23,623,568
             executive compensation.

                                                         FOR                   AGAINST                ABSTAIN
      3.     Ratification of KPMG LLP as the         508,609,586             10,267,877                86,639
             Company's independent registered
             public accounting firm for the
             fiscal year ending December 31,
             2021.

                                                         FOR                   AGAINST                ABSTAIN              BROKER NON-VOTES
      4.     Approval of the amendment to the        463,807,434             31,371,376               161,724                 23,623,568
             2012 Stock Incentive Plan, as
             amended.

                                                         FOR                   AGAINST                ABSTAIN              BROKER NON-VOTES
      5.     Approval of the amendment and           494,854,787               399,756                 85,991                 23,623,568
             restatement of the Company's
             Certificate of Incorporation.

                                                         FOR                   AGAINST                ABSTAIN              BROKER NON-VOTES
      6.     Stockholder proposal to elect each      488,640,438              6,603,453                96,643                 23,623,568
             director annually.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

  Exhibit Number                                          Description
       3.1                 Amended and Restated Certificate of 

Incorporation of Centene Corporation,

                         dated April 27, 2021.
       3.2                 Amended and Restated By-laws of Centene 

Corporation, effective April 27,

                         2021.
       10.1                Centene Corporation 2012 Stock Incentive Plan,

as amended.

       104               Cover Page Interactive Data File (embedded within

the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses