Centene Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$CNC
Medical Specialities
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2025
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Effective February 20, 2025, the Board of Directors (the "Board") of Centene Corporation (the "Company") increased the size of the Board from 11 to 12 and elected Kenneth Tanji to the Board to fill the resulting vacancy, with a term expiring at the Company's 2025 annual meeting of stockholders. He will serve as a member of the Audit and Compliance Committee of the Board.
Mr. Tanji most recently served as Executive Vice President and Chief Financial Officer of Prudential Financial, Inc., an international financial services firm offering investment, retirement and insurance services, from 2018 to 2024. From 1988 to 2018, he held numerous leadership roles across Prudential's insurance, health insurance, annuities, and investment management businesses. Mr. Tanji currently serves on the Board of The Public Service Enterprise Group, Inc., a publicly-traded, diversified energy services company. He is also a Corporate Finance professor at Rutgers University.
Mr. Tanji 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 28, 2024.
There are no arrangements or understandings pursuant to which Mr. Tanji has been elected as a director of the Company. There are no family relationships between Mr. Tanji 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 Mr. Tanji was a participant.
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 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CENTENE CORPORATION | ||||||||||||||
| Date: | February 24, 2025 | By: | /s/ Christopher A. Koster | |||||||||||
| Christopher A. Koster Executive Vice President, Secretary and General Counsel | ||||||||||||||