Aug. 1, 2022 — 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/.
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/).
