Business Context and Reporting Period
This Form 8-K filing by Centene Corporation reports on events occurring on May 12, 2026, specifically the results of the Company's Annual Meeting of Stockholders and the formal designation of executive officers.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and personnel matters rather than financial performance.
Material Changes and Corporate Actions
Annual Meeting Results
- Shareholder Participation: 412,968,059 shares of common stock were represented at the meeting.
- Election of Directors: All nine director nominees were elected. Notable vote splits included:
- Jessica L. Blume: Received 321,886,427 votes "For" and 51,797,084 votes "Against".
- Frederick H. Eppinger: Received 352,826,955 votes "For" and 29,600,208 votes "Against".
- Theodore R. Samuels: Received 358,269,443 votes "For" and 23,567,607 votes "Against".
- Kenneth Y. Tanji: Received 359,557,329 votes "For" and 22,047,781 votes "Against".
- Other Nominees: Kenneth A. Burdick, Christopher J. Coughlin, H. James Dallas, Monte E. Ford, and Sarah M. London received significantly higher "For" vote percentages with minimal opposition.
- Executive Compensation: The non-binding advisory vote on executive compensation was approved with 349,896,589 votes "For" and 31,993,126 votes "Against".
- Auditor Ratification: The appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified with 390,477,647 votes "For".
- Shareholder Proposal: A proposal regarding an independent board chairman was not approved, receiving 72,839,667 votes "For" and 308,562,931 votes "Against".
Executive Officer Appointments
The Board of Directors confirmed the following executive officers:
- Sarah London: Chief Executive Officer
- Drew Asher: Chief Financial Officer
- Daniel Finke: Group President, Medicaid and Marketplace
- Michael Carson: Group President, Medicare and Specialty
- Susan Smith: Chief Operations Officer
- Christopher Koster: General Counsel
- Theodore Pienkos: Corporate Controller and Chief Accounting Officer
- Tanya McNally: Chief People Officer (continuing in role)
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, outlook, management commentary on future performance, or specific risk factors. The document is limited to reporting the outcomes of the shareholder vote and officer designations.
Investor Verification Checklist
- Verify the specific reasons for the significant "Against" votes cast for directors Jessica L. Blume, Frederick H. Eppinger, Theodore R. Samuels, and Kenneth Y. Tanji.
- Confirm the strategic implications of the failed shareholder proposal regarding an independent board chairman.
- Review the operational impact of the new leadership structure, specifically the roles of Daniel Finke and Michael Carson in Medicaid/Marketplace and Medicare/Specialty segments.
- Check subsequent filings for the full 2026 financial results, as this 8-K contains no financial data.