Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms of the Agreement, no later than
• the board of directors of the Company (the "Board") will amend the Company's
Amended and Restated By-Laws to expand the maximum size of the Board from 13 directors to 14 directors and will adopt a resolution expanding the size of the Board from 13 directors to 14 directors;
• the Board will appoint (i)
directors, each for a term expiring at the Company's 2022 annual meeting and (ii)Wayne DeVeydt andChristopher Coughlin as Class I directors, each for a term expiring at the Company's 2023 annual meeting (collectively, the "New Director Appointments");
• the Board will appoint
•
(collectively, the "2022 Retirements").
In addition, pursuant to the terms of the Agreement:
• the Company and Politan will mutually agree on an additional independent
director to be appointed to the Board as a Class II director as promptly as practicable following the Appointment Date;
• the slate of director nominees recommended by the
Company's 2022 annual meeting will include
• the Board will appoint
committee and compensation committee (the "Committee Appointments");
•
governance committee and compensation committee as a nonvoting observer (due to his not yet being considered independent under the rules ofThe New York Stock Exchange );
• a maximum of 5 Board members will join the Company's existing management value
creation plan steering committee;
• the Board will adopt a policy setting a mandatory retirement age for
non-management directors of 75 years, with current members of the Board excluded from the policy for the duration of their current terms;
• each of
the Board prior to or at, and will not stand for reelection at, the Company's 2023 annual meeting (collectively, the "2023 Retirements");
• the Board will appoint
thanDecember 31, 2022 (except that the Board may appoint another independent director as independent chair of the Board by such time); and
• the Board will appoint a new Chief Executive Officer no later than
2022 (the "CEO Appointment").
Under the Agreement, until 45 days prior to the last date pursuant to which
stockholder nominations for director elections are permitted pursuant to the
By-Laws with respect to the Company's 2023 annual meeting (such date the
"Expiration Date"), Politan must vote all shares of the Company's common stock
over which it has voting power at the 2022 annual meeting or any special meeting
of Company stockholders in accordance with recommendations by the Board,
including in favor of each director nominated and recommended by the
Further, pursuant to the Agreement, Politan is subject to customary standstill restrictions until the Expiration Date, and each of the Company and Politan are subject to customary non-disparagement restrictions.
The Agreement terminates automatically immediately following the conclusion of the Company's 2023 annual meeting. Each party's obligations under the Agreement will terminate earlier if the other party breaches in any material respect any of its obligations under the Agreement and any such breach is not cured with 10 days.
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The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The description of the 2022 Retirements, the 2023 Retirements, the New Director
Appointments, the Committee Appointments and the CEO Appointment set forth in
Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02
by reference. In addition,
The Company and the Board express their appreciation to each of Messrs. Ditmore,
Roberts and Thompson for their many contributions to the Board and committees of
the Board and their dedicated and outstanding service to the Company. Upon their
retirement, it is expected that each of Messrs. Ditmore, Roberts and Thompson
will be designated as a nonvoting director emeritus through the Company's 2022
annual meeting, in the case of Messrs. Roberts and Thompson, and through the
Company's 2023 annual meeting, in the case of
Messrs. Burdick, Samuels, DeVeydt and Coughlin will each participate in the
Company's standard non-employee director compensation program as described in
the Company's proxy statement filed with the
Other than the Agreement, there is no other arrangement or understanding pursuant to which Messrs. Burdick, Samuels, DeVeydt and Coughlin will be appointed as a director of the Company. There are no family relationships between Messrs. Burdick, Samuels, DeVeydt and Coughlin 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 which Messrs. Samuels, DeVeydt and Coughlin was a participant.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective as of
The foregoing description of the amendment and restatement is qualified in its entirety by reference to the full text of the By-Laws (as amended and restated), a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
On
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The information in this Item 7.01, Exhibit 99.1 and Exhibit 99.2 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
3.1 Amended and Restated By-Laws ofCentene Corporation , datedDecember 14, 2021 10.1 Cooperation Agreement, dated as ofDecember 14, 2021 , betweenCentene Corporation and Politan Capital Management LP* 99.1 Press Release, datedDecember 14, 2021 99.2 Press Release, datedDecember 14, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules (as similar attachments) have been omitted from this filing pursuant
to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be
furnished to the
ADDITIONAL INFORMATION
Stockholders will be able to obtain, free of charge, copies of the Proxy
Statement, any amendments or supplements thereto and any other documents
(including the WHITE proxy card) when filed by the Company with the
CERTAIN INFORMATION REGARDING PARTICIPANTS
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