ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
As previously disclosed in a Current Report on Form 8-K filed by Centene Corporation (the "Company") with the Securities and Exchange Commission (the "SEC") on December 14, 2021 (the "Prior 8-K"), the Company entered into a cooperation agreement (the "Agreement") with Politan Capital Management LP ("Politan"). Among other things, the Agreement requires the Company and Politan to mutually agree on an additional independent director to be appointed to the Board as a Class II director as promptly as practicable following January 5, 2022. The Company and Politan have mutually agreed on Leslie Norwalk as such additional independent director. On January 11, 2022, the board of directors of the Company (the "Board") elected Ms. Norwalk to the Board as a Class II director, with a term expiring at the Company's 2024 annual meeting of stockholders, and appointed her to the Board's Compliance Committee, Environmental and Social Responsibility Committee and Government and Regulatory Affairs Committee. Ms. Norwalk will participate in the Company's standard non-employee director compensation program as described in the Company's proxy statement filed with the SEC on March 12, 2021. Other than the Agreement, there is no other arrangement or understanding pursuant to which Ms. Norwalk has been elected as a director of the Company. There are no family relationships between Ms. Norwalk 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 Ms. Norwalk was a participant.
The description of the Agreement set forth in the Prior 8-K is incorporated
herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE
A copy of the press release announcing the events described in Item 5.02 above
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. Exhibit Number Description 99.1 Press Release, dated January 11 , 2022 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
© Edgar Online, source Glimpses