0001071739false00010717392025-05-132025-05-13



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): May 13, 2025

CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware001-3182642-1406317
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
7700 Forsyth Boulevard,
St. Louis,Missouri63105
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.001 Par Value
CNC
New York Stock Exchange

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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 13, 2025, the Company held its Annual Meeting. There were 496,060,052 shares of common stock represented at the Annual Meeting. The stockholders of the Company voted as follows on the following matters at the Annual Meeting:
1.
Election of Directors. The eleven directors were elected at the Annual Meeting for a one-year term based upon the following votes:
Director NomineeForAgainstAbstainBroker Non-Votes
 Jessica L. Blume378,692,12141,402,3836,449,02818,330,279
 Kenneth A. Burdick423,240,2813,119,175184,07618,330,279
 Christopher J. Coughlin412,427,95513,845,670269,90718,330,279
H. James Dallas422,925,7663,395,050222,71618,330,279
Wayne S. DeVeydt404,454,10620,394,8461,694,58018,330,279
Frederick H. Eppinger398,621,08027,653,928268,52418,330,279
Monte E. Ford420,024,2596,297,280221,99318,330,279
Thomas R. Greco417,395,9217,241,0181,906,59318,330,279
Sarah M. London424,647,8621,730,827164,84318,330,279
Theodore R. Samuels404,262,24620,411,0141,870,27218,330,279
Kenneth Y. Tanji423,326,7742,990,345226,41318,330,279
2.
Non-binding advisory vote on executive compensation. The Company's executive compensation was approved by a non-binding advisory vote based upon the following votes:
ForAgainstAbstainBroker Non-Votes
378,107,60247,508,937926,99318,330,279
3.
Ratification of the appointment of KPMG LLP. The appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 was ratified based upon the following votes:
ForAgainstAbstain
426,080,76118,537,008256,042
4.
Approval of the 2025 Stock Incentive Plan. The 2025 Stock Incentive Plan was approved based upon the following votes:
 ForAgainstAbstainBroker Non-Votes
399,222,59726,449,299871,63618,330,279
5.
Shareholder proposal to disclose plan to reduce total contribution to climate change. The shareholder proposal was not approved based upon the following votes:
ForAgainstAbstainBroker Non-Votes
97,440,478324,999,7694,103,28518,330,279
6.
Shareholder proposal to report on climate risk to retirement investments. The shareholder proposal was not approved based upon the following votes:
ForAgainstAbstainBroker Non-Votes
38,831,723384,362,1923,349,61718,330,279




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:May 14, 2025By:/s/ Christopher A. Koster
Christopher A. Koster
Executive Vice President, Secretary and General Counsel



v3.25.1
Cover
May 13, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 13, 2025
Entity Registrant Name CENTENE CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-31826
Entity Tax Identification Number 42-1406317
Entity Address, Address Line One 7700 Forsyth Boulevard,
Entity Address, City or Town St. Louis,
Entity Address, State or Province MO
Entity Address, Postal Zip Code 63105
City Area Code 314
Local Phone Number 725-4477
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common stock, $0.001 Par Value
Trading Symbol CNC
Security Exchange Name NYSE
Entity Central Index Key 0001071739
Amendment Flag false
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