CENTENE CORPORATION (NYSE:CNC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On February 5, 2018, the Board of Directors (the “Board”) of Centene Corporation (the “Company”) adopted an amendment (the “Amendment”) to the Company's By-Laws (as amended and restated, the “By-Laws”) to implement proxy access. The Amendment took effect upon adoption by the Board.
Article III, Section 14 has been added to the By-Laws to permit a holder (or a group of not more than 20 holders) of at least 3% of the Company’s outstanding common stock continuously for at least 3½ years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board (not to exceed one-half (1/2) of the number of directors up for election at the annual meeting), provided that the nominating holder(s) and the nominee(s) satisfy the requirements specified in the By-Laws, including by providing the Company with advance notice of the nomination.
The By-Laws were also amended to (i) update the advance notice requirements that apply to stockholder proposals and nominations outside the proxy access process, (ii) add provisions governing the presentation of proposals at, and the conduct of, stockholder meetings, (iii) clarify the Board’s authority to interpret the By-Laws and (iv) make certain related administrative or conforming changes.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the By-Laws, 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
See Exhibit Index.
EXHIBIT INDEX
CENTENE CORP ExhibitEX-3.1 2 exhibit3120180209.htm EXHIBIT 3.1 Exhibit Exhibit 3.1AMENDED AND RESTATED BY-LAWSOFCENTENE CORPORATIONA Delaware CorporationEffective February 5,…To view the full exhibit click here
About CENTENE CORPORATION (NYSE:CNC)
Centene Corporation is a diversified healthcare company that provides programs and services to government sponsored healthcare programs. The Company also provides education and outreach programs to inform and assist members in accessing appropriate healthcare services. The Company operates through two segments. The Managed Care segment provides health plan coverage to individuals, through government subsidized programs, including Medicaid, the State Children’s Health Insurance Program (CHIP), Long Term Care (LTC), Foster Care, dual-eligible individuals (Duals) and the Supplemental Security Income Program, also known as the Aged, Blind or Disabled Program (ABD). The Specialty Services segment consists of its specialty companies offering a range of healthcare services and products to state programs, correctional facilities, healthcare organizations, employer groups and other commercial organizations.
