ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
As previously disclosed in a Current Report on Form 8-K filed byCentene Corporation (the "Company") with theSecurities and Exchange Commission (the "SEC") onDecember 14, 2021 (the "Prior 8-K"), the Company entered into a cooperation agreement (the "Agreement") withPolitan Capital Management LP ("Politan"). Among other things, the Agreement requires the Company and Politan to mutually agree on an additional independent director to be appointed to the Board as a Class II director as promptly as practicable followingJanuary 5, 2022 . The Company and Politan have mutually agreed onLeslie Norwalk as such additional independent director. OnJanuary 11, 2022 , the board of directors of the Company (the "Board") electedMs. Norwalk to the Board as a Class II director, with a term expiring at the Company's 2024 annual meeting of stockholders, and appointed her to the Board'sCompliance Committee , Environmental and Social Responsibility Committee andGovernment and Regulatory Affairs Committee .Ms. Norwalk will participate in the Company's standard non-employee director compensation program as described in the Company's proxy statement filed with theSEC onMarch 12, 2021 . Other than the Agreement, there is no other arrangement or understanding pursuant to whichMs. Norwalk has been elected as a director of the Company. There are no family relationships betweenMs. Norwalk and any director or executive officer of the Company. There are no related party transactions in respect of the Company of the kind described in Item 404(a) of Regulation S-K in whichMs. Norwalk was a participant.
The description of the Agreement set forth in the Prior 8-K is incorporated herein by reference.
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 99.1 Press Release, dated January 11 , 2022 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
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