Blog: CENTENE CORP : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – marketscreener.com

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).



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