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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)

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

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. ☐

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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 Nominee						For						Against						Abstain						Broker Non-Votes
						Jessica L. Blume						378,692,121						41,402,383						6,449,028						18,330,279
						Kenneth A. Burdick						423,240,281						3,119,175						184,076						18,330,279
						Christopher J. Coughlin						412,427,955						13,845,670						269,907						18,330,279
						H. James Dallas						422,925,766						3,395,050						222,716						18,330,279
						Wayne S. DeVeydt						404,454,106						20,394,846						1,694,580						18,330,279
						Frederick H. Eppinger						398,621,080						27,653,928						268,524						18,330,279
						Monte E. Ford						420,024,259						6,297,280						221,993						18,330,279
						Thomas R. Greco						417,395,921						7,241,018						1,906,593						18,330,279
						Sarah M. London						424,647,862						1,730,827						164,843						18,330,279
						Theodore R. Samuels						404,262,246						20,411,014						1,870,272						18,330,279
						Kenneth Y. Tanji						423,326,774						2,990,345						226,413						18,330,279
			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:
												For						Against						Abstain						Broker Non-Votes
												378,107,602						47,508,937						926,993						18,330,279
			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:
												For						Against						Abstain
												426,080,761						18,537,008						256,042
			4.			Approval of the 2025 Stock Incentive Plan. The 2025 Stock Incentive Plan was approved based upon the following votes:
												For						Against						Abstain						Broker Non-Votes
												399,222,597						26,449,299						871,636						18,330,279
			5.			Shareholder proposal to disclose plan to reduce total contribution to climate change. The shareholder proposal was not approved based upon the following votes:
												For						Against						Abstain						Broker Non-Votes
												97,440,478						324,999,769						4,103,285						18,330,279
			6.			Shareholder proposal to report on climate risk to retirement investments. The shareholder proposal was not approved based upon the following votes:
												For						Against						Abstain						Broker Non-Votes
												38,831,723						384,362,192						3,349,617						18,330,279

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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, 2025

By:

/s/ Christopher A. Koster

Christopher A. Koster Executive Vice President, Secretary and General Counsel