Centene (NYSE: CNC) holders approve board, pay, KPMG and reject chair proposal

Rhea-AI Filing Summary

Centene Corporation reported the results of its annual shareholder meeting, where 412,968,059 shares of common stock were represented. All nine director nominees were elected, each receiving significantly more votes “for” than “against.”

Stockholders approved, on a non-binding advisory basis, the Company’s executive compensation, and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. A shareholder proposal requesting an independent board chairman did not pass. The Board also confirmed the executive officer team, including Sarah London as Chief Executive Officer and newly appointed group presidents Daniel Finke (Medicaid and Marketplace) and Michael Carson (Medicare and Specialty).

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 412,968,059 shares Say-on-pay support: 349,896,589 votes for Auditor ratification votes for KPMG: 390,477,647 votes for +3 more

6 metrics

Shares represented at meeting 412,968,059 shares Common stock represented at annual meeting

Say-on-pay support 349,896,589 votes for Non-binding advisory vote on executive compensation

Auditor ratification votes for KPMG 390,477,647 votes for Ratification of KPMG LLP for year ending December 31, 2026

Independent chair proposal votes for 72,839,667 votes for Shareholder proposal for an independent board chairman

Independent chair proposal votes against 308,562,931 votes against Shareholder proposal for an independent board chairman

Broker non-votes (director elections) 30,407,100 votes Broker non-votes recorded across director election items

Key Terms

broker non-votes, Non-binding advisory vote, independent registered public accounting firm, shareholder proposal, +1 more

5 terms

broker non-votes financial

"Director Nominee | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Non-binding advisory vote regulatory

"Non-binding advisory vote on executive compensation. The Company's executive compensation was approved"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm regulatory

"KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

shareholder proposal regulatory

"Shareholder proposal regarding an independent board chairman. The shareholder proposal was not approved"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

executive officers financial

"the Board of Directors determined that the following individuals are the Company's executive officers"

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Understanding 8-K Material Events →

0001071739false00010717392026-05-122026-05-12

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): May 12, 2026

CENTENE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

001-31826

42-1406317

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7700 Forsyth Boulevard,

St. Louis,

Missouri

63105

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (314) 725-4477

(Former Name or Former Address, if Changed Since Last Report): N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 Par Value

CNC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 12, 2026, the Company held its Annual Meeting. There were 412,968,059 shares of common stock represented at the Annual Meeting. The stockholders of the Company voted as follows on the following matters at the Annual Meeting:

			1.			Election of Directors. The nine directors were elected at the Annual Meeting for a one-year term based upon the following votes:
						Director Nominee						For						Against						Abstain						Broker Non-Votes
						Jessica L. Blume						321,886,427						51,797,084						8,877,448						30,407,100
						Kenneth A. Burdick						378,901,985						3,556,233						102,741						30,407,100
						Christopher J. Coughlin						366,106,081						16,291,132						163,746						30,407,100
						H. James Dallas						373,767,954						8,677,435						115,570						30,407,100
						Frederick H. Eppinger						352,826,955						29,600,208						133,796						30,407,100
						Monte E. Ford						378,714,961						3,732,829						113,169						30,407,100
						Sarah M. London						379,273,463						3,175,991						111,505						30,407,100
						Theodore R. Samuels						358,269,443						23,567,607						723,909						30,407,100
						Kenneth Y. Tanji						359,557,329						22,047,781						955,849						30,407,100
			2.			Non-binding advisory vote on executive compensation. The Company's executive compensation was approved by a non-binding advisory vote based upon the following votes:
												For						Against						Abstain						Broker Non-Votes
												349,896,589						31,993,126						671,244						30,407,100
			3.			Ratification of the appointment of KPMG LLP. The appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026, was ratified based upon the following votes:
												For						Against						Abstain
												390,477,647						22,337,787						152,625
			4.			Shareholder proposal regarding an independent board chairman. The shareholder proposal was not approved based upon the following votes:
												For						Against						Abstain						Broker Non-Votes
												72,839,667						308,562,931						1,158,361						30,407,100

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On May 12, 2026, in connection with the previously announced appointments of Daniel Finke as Group President, Medicaid and Marketplace and Michael Carson as Group President, Medicare and Specialty, the Board of Directors determined that the following individuals are the Company's 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; and Theodore Pienkos, Corporate Controller and Chief Accounting Officer. Tanya McNally continues to serve as the Company's Chief People Officer.

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:

May 15, 2026

By:

/s/ Christopher A. Koster

Christopher A. Koster Executive Vice President, Secretary and General Counsel

FAQ

How many Centene (CNC) shares were represented at the 2026 annual meeting?

A total of 412,968,059 shares of Centene common stock were represented at the annual meeting, indicating strong shareholder participation. This share count formed the basis for voting on directors, executive compensation, auditor ratification, and the shareholder proposal.

Were Centene (CNC) director nominees elected at the 2026 annual meeting?

Yes, all nine director nominees were elected to one-year terms. Each nominee, including Sarah M. London and Kenneth A. Burdick, received substantially more votes “for” than “against,” with additional abstentions and broker non-votes recorded for each candidate.

Did Centene (CNC) shareholders approve executive compensation in 2026?

Yes, shareholders approved Centene’s executive compensation in a non-binding advisory vote. The proposal received 349,896,589 votes for, 31,993,126 against, and 671,244 abstentions, with 30,407,100 broker non-votes, indicating overall support for the current pay programs.

Was KPMG LLP ratified as Centene (CNC) auditor for 2026?

Yes, shareholders ratified KPMG LLP as Centene’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 390,477,647 votes for, 22,337,787 against, and 152,625 abstentions in the auditor appointment vote.

What happened to the Centene (CNC) shareholder proposal for an independent board chairman?

The shareholder proposal seeking an independent board chairman was not approved. It received 72,839,667 votes for, 308,562,931 against, and 1,158,361 abstentions, with 30,407,100 broker non-votes, showing a large majority of votes cast opposed the change.

Who are Centene’s (CNC) executive officers following the May 2026 board decisions?

Following the Board’s determination, key executive officers include Sarah London (CEO), Drew Asher (CFO), Daniel Finke (Group President, Medicaid and Marketplace), Michael Carson (Group President, Medicare and Specialty), Susan Smith (COO), Christopher Koster (General Counsel), and Theodore Pienkos (Corporate Controller and Chief Accounting Officer).

Filing Exhibits & Attachments

3 documents

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