ST.
LOUIS, Aug. 1, 2022 /PRNewswire/ -- Centene
Corporation (NYSE: CNC) ("Centene" or the "Company") announced that
it has filed a preliminary proxy statement with the Securities and
Exchange Commission in connection with a special stockholders
meeting to approve amendments to Centene's Amended and Restated
Certificate of Incorporation to enhance the Company's corporate
governance. The proposed amendments include immediately
declassifying the Board so that the terms of all of the Company's
current directors will end at the 2023 Annual Meeting of
Stockholders and all director nominees will stand for election
annually, removing the current prohibition on stockholders calling
special meetings and, subject to certain terms and conditions,
permitting stockholders to act by written consent. The Company
currently plans to hold the special meeting late in the third
quarter or early fourth quarter of this year.
In connection with approving these proposed amendments,
Centene's Board of Directors approved an amendment to the Company's
Amended and Restated By-Laws to permit stockholders holding at
least 10% of the outstanding shares of our common stock to call a
special meeting, subject to certain terms and conditions. The
effectiveness of this amendment is contingent on stockholder
approval of the proposed amendment to the Amended and Restated
Certificate of Incorporation to remove the prohibition on
stockholders calling special meetings.
Additionally, James Dallas,
Chairman of the Board, has informed the Board that he plans to
oversee the implementation of the proposed amendments and then will
step down as Chairman of the Board by the 2023 Annual Meeting of
Stockholders. Subsequently, Mr. Dallas will remain a director of
the Company, and with passage of the declassification amendment,
intends to stand for reelection as a director in 2023.
"We are very grateful to James
Dallas for guiding the Centene Board of Directors through a
significant evolution of the Company's governance structure over
the course of 2022," said Sarah
London, Chief Executive Officer of Centene. "With the
announcement of our special meeting later this year, the Centene
Board is demonstrating its further commitment to enhancing our
governance structure for the benefit of all shareholders.
James' support and leadership has been instrumental in prioritizing
and executing on this important work."
About Centene Corporation
Centene Corporation, a
Fortune 500 company, is a leading healthcare enterprise that is
committed to helping people live healthier lives. The Company takes
a local approach – with local brands and local teams – to provide
fully integrated, high-quality, and cost-effective services to
government-sponsored and commercial healthcare programs, focusing
on under-insured and uninsured
individuals. Centene offers affordable and high-quality
products to nearly 1 in 15 individuals across the nation, including
Medicaid and Medicare members (including Medicare Prescription Drug
Plans) as well as individuals and families served by
the Health Insurance Marketplace, the TRICARE program, and
individuals in correctional facilities. The Company also serves
several international markets, and contracts with other healthcare
and commercial organizations to provide a variety of specialty
services focused on treating the whole
person. Centene focuses on long-term growth and value
creation as well as the development of its people, systems, and
capabilities so that it can better serve its members, providers,
local communities, and government partners.
Centene uses its investor relations website to publish important
information about the Company, including information that may be
deemed material to investors. Financial and other information about
Centene is routinely posted and is accessible on Centene's investor
relations website, https://investors.centene.com/.
Forward-Looking Statements
All statements, other
than statements of current or historical fact, contained in this
press release are forward-looking statements. Without limiting
the foregoing, forward-looking statements often use words such as
"believe," "anticipate," "plan," "expect," "estimate," "intend,"
"seek," "target," "goal," "may," "will," "would," "could,"
"should," "can," "continue" and other similar words or expressions
(and the negative thereof). Centene (the Company, our, or we)
intends such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, and we are
including this statement for purposes of complying with these
safe-harbor provisions. In particular, these statements include,
without limitation, statements about our future operating or
financial performance, market opportunity, value creation strategy,
competition, expected activities in connection with completed and
future acquisitions and dispositions, including statements about
the impact of our recently completed acquisition of Magellan
Health, Inc. (the Magellan Acquisition), other recent and future
acquisitions and dispositions, our investments and the adequacy of
our available cash resources. These forward-looking statements
reflect our current views with respect to future events and are
based on numerous assumptions and assessments made by us in light
of our experience and perception of historical trends, current
conditions, business strategies, operating environments, future
developments and other factors we believe appropriate. By their
nature, forward-looking statements involve known and unknown risks
and uncertainties and are subject to change because they relate to
events and depend on circumstances that will occur in the future,
including economic, regulatory, competitive and other factors that
may cause our or our industry's actual results, levels of activity,
performance or achievements to be materially different from any
future results, levels of activity, performance or achievements
expressed or implied by these forward-looking
statements. These statements are not guarantees of future
performance and are subject to risks, uncertainties and
assumptions. All forward-looking statements included in this press
release are based on information available to us on the date
hereof. Except as may be otherwise required by law, we undertake no
obligation to update or revise the forward-looking statements
included in this press release, whether as a result of new
information, future events or otherwise, after the date
hereof. You should not place undue reliance on any forward-looking
statements, as actual results may differ materially from
projections, estimates, or other forward-looking statements due to
a variety of important factors, variables and events including, but
not limited to: our ability to accurately predict and effectively
manage health benefits and other operating expenses and reserves,
including fluctuations in medical utilization rates due to the
ongoing impact of COVID-19; the risk that the election
of new directors, changes in senior management, and any inability
to retain key personnel may create uncertainty or negatively impact
our ability to execute quickly and
effectively; uncertainty as to the expected
financial performance of the combined company following the recent
completion of the Magellan Acquisition; the possibility
that the expected synergies and value creation from the Magellan
Acquisition or the acquisition of WellCare Health Plans, Inc. (the
WellCare Acquisition) or other acquired businesses will not be
realized, or will not be realized within the respective expected
time periods; disruption from the integration of the Magellan
Acquisition or the WellCare Acquisition, unexpected costs, or
similar risks from other acquisitions or dispositions we may
announce or complete from time to time, including potential adverse
reactions or changes to business relationships with customers,
employees, suppliers or regulators, making it more difficult to
maintain business and operational relationships; the risk that the
closing conditions, including applicable regulatory approvals, for
the pending dispositions of Magellan Rx and our Spanish and Central
European businesses, may be delayed or not obtained; impairments to
real estate, investments, goodwill and intangible assets; a
downgrade of the credit rating of our indebtedness; competition;
membership and revenue declines or unexpected trends; changes in
healthcare practices, new technologies, and advances in medicine;
increased healthcare costs; changes in economic, political or
market conditions; changes in federal or state laws or regulations,
including changes with respect to income tax reform or government
healthcare programs as well as changes with respect to the Patient
Protection and Affordable Care Act and the Health Care and
Education Affordability Reconciliation Act (collectively referred
to as the ACA) and any regulations enacted thereunder that may
result from changing political conditions, the new administration
or judicial actions; rate cuts or other payment reductions or
delays by governmental payors and other risks and uncertainties
affecting our government businesses; our ability to adequately
price products; tax matters; disasters or major epidemics; changes
in expected contract start dates; provider, state, federal, foreign
and other contract changes and timing of regulatory approval of
contracts; the expiration, suspension, or termination of our
contracts with federal or state governments (including, but not
limited to, Medicaid, Medicare, TRICARE or other customers); the
difficulty of predicting the timing or outcome of legal or
regulatory proceedings or matters, including, but not limited to,
our ability to resolve claims and/or allegations made by states
with regard to past practices, including at Envolve Pharmacy
Solutions, Inc. (Envolve), as our pharmacy benefits manager (PBM)
subsidiary, within the reserve estimate we recorded in 2021 and on
other acceptable terms, or at all, or whether additional claims,
reviews or investigations relating to our PBM business will be
brought by states, the federal government or shareholder litigants,
or government investigations; the timing and extent of benefits
from strategic value creation initiatives, including the
possibility that these initiatives will not be successful, or will
not be realized within the expected time
periods; challenges to our contract awards;
cyber-attacks or other privacy or data security incidents; the
exertion of management's time and our resources, and other expenses
incurred and business changes required in connection with complying
with the undertakings in connection with any regulatory,
governmental or third party consents or approvals for acquisitions
or dispositions; any changes in expected closing dates, estimated
purchase price and accretion for acquisitions or dispositions;
restrictions and limitations in connection with our indebtedness;
our ability to maintain or achieve improvement in the Centers for
Medicare and Medicaid Services (CMS) Star ratings and maintain or
achieve improvement in other quality scores in each case that can
impact revenue and future growth; the availability of debt and
equity financing on terms that are favorable to us; inflation;
foreign currency fluctuations; and risks and uncertainties
discussed in the reports that Centene has filed with the Securities
and Exchange Commission. This list of important factors is not
intended to be exhaustive. We discuss certain of these matters more
fully, as well as certain other factors that may affect our
business operations, financial condition and results of operations,
in our filings with the Securities and Exchange Commission (SEC),
including our annual report on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K. Due to these important
factors and risks, we cannot give assurances with respect to our
future performance, including without limitation our ability to
maintain adequate premium levels or our ability to control our
future medical and selling, general and administrative
costs.
ADDITIONAL INFORMATION
On August 1, 2022, the Company
filed with the U.S. Securities and Exchange Commission (the "SEC")
a preliminary proxy statement in connection with the Special
Meeting of Stockholders (the "Special Meeting"). Prior to the
Special Meeting, the Company will furnish a definitive proxy
statement to its stockholders, together with a proxy card.
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able
to obtain, free of charge, copies of the proxy statement (in
preliminary and definitive form), any amendments or supplements
thereto and any other documents when filed by the Company with the
SEC in connection with the Special Meeting at the SEC's website
(http://www.sec.gov), at the Company's website
(http://www.centene.com/).
CERTAIN INFORMATION REGARDING PARTICIPANTS
The Company, its directors and certain of its executive officers
and other employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
Special Meeting. Additional information regarding the identity of
these potential participants and their direct or indirect
interests, by security holdings or otherwise, is set forth in the
preliminary proxy statement for the Special Meeting and other
materials to be filed with the SEC in connection with the Special
Meeting. Information relating to the foregoing can also be found in
the Company's Proxy Statement for its 2022 Annual Meeting of
Stockholders, filed with the SEC on March
11, 2022, and in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31,
2021, filed with the SEC on February
22, 2022. You may obtain free copies of these documents
using the sources indicated above.
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SOURCE Centene Corporation