Centene Corp - Current report filing (8-K)
December 18 2007 - 5:08PM
Edgar (US Regulatory)
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): December 12,
2007
CENTENE
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of incorporation)
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000-33395
(Commission
file number)
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42-1406317
(IRS
Employer Identification
No.)
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7711
Carondelet Avenue, St. Louis, Missouri 63105
(Address
of principal executive office and zip code)
Registrant’s
telephone number, including area code:
(314) 725-4477
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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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.
(e)
On
December 12, 2007, our board of directors granted restricted stock unit awards
to certain executive officers. Our Named Executive Officers: Michael F.
Neidorff, Carol E. Goldman, and William N. Scheffel received grants of 100,000,
10,000, and 20,000 shares, respectively.
Vesting
of
the grant is contingent upon a performance condition that specifies the Company
must meet certain pre-tax margin and revenue growth targets in 2008. The
awards
also contain service vesting provisions.
The
form of
the agreement is included as Exhibit 10.1 to this current report. The above
description is qualified in its entirety by reference to such
form.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
10.1
Form of Performance Based Restricted Stock Unit Agreement
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.
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Date:
December 18, 2007
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CENTENE
CORPORATION
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By:
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/s/
ERIC R. SLUSSER
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Eric
R. Slusser
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Executive
Vice President and Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
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10.1
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Form
of Performance Based Restricted Stock Unit
Agreement
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