Centene Corp - Current report filing (8-K)
April 25 2008 - 5:12PM
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): April 22, 2008
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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001-31826
(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):
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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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
At the 2008
Annual Meeting of Stockholders held on April 22, 2008, our stockholders approved
amendments to our 2003 Stock Incentive Plan to include the
following:
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1.)
to increase the number of common shares reserved for issuance under the
plan by 1,000,000 from 5,900,000 to
6,900,000;
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2.) to allow for
performance-based restricted stock awards and restricted stock units that
are paid thereunder to be deductible by us for federal income tax purposes
under Section 162(m) of the code;
and
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3.) to effect certain other
changes.
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A copy of
the 2003 Plan, as amended, is included as Exhibit 10.1 to this current report.
The above description is qualified in its entirety by reference to such
exhibit.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
(e) On
April 22, 2008, the Company appointed Jesse Hunter as Executive Vice President,
Corporate Development, reporting to Michael F. Neidorff, Chairman, President and
Chief Executive Officer.
Mr. Hunter's
compensation arrangement was adjusted to include a $400,000
annual base salary and 75% target bonus. Subject to Compensation Committee
approval, Mr. Hunter will receive 10,000 market price options to
purchase Centene stock and 5,000 restricted stock units. Those equity
awards vest equally over five years.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c)
Exhibits
Exhibit No.
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Description
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10.1
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2003
Stock Incentive Plan, as amended
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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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CENTENE
CORPORATION
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Date:
April 25, 2008
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By:
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/s/
Keith H. Williamson
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Keith
H. Williamson
Senior
Vice President, Corporate Secretary and General
Counsel
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Exhibit
Index
Exhibit No.
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Description
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10.1
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2003
Stock Incentive Plan, as amended
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