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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¨
|
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)
|
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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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¨
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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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·
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Robert K. Ditmore, Frederick H. Eppinger, and David L. Steward were re-elected as Class II Directors and Orlando Ayala was re-elected as a Class III Director; and
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·
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The selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, was ratified; and
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·
|
The proposal to approve the advisory vote on executive compensation was approved; and
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·
|
The 2012 Stock Incentive Plan was adopted.
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1.
|
Election of Directors:
|
For
|
Withheld
|
Broker
Non-Votes
|
||||||
Robert K. Ditmore
|
42,256,634
|
|
4,243,816
|
|
2,039,023
|
|||||
Frederick H. Eppinger
|
45,096,557
|
|
1,403,893
|
|
2,039,023
|
|||||
David L. Steward
|
42,983,456
|
3,516,994
|
2,039,023
|
|||||||
Orlando Ayala
|
46,113,790
|
|
386,660
|
|
2,039,023
|
|
For
|
Against
|
Abstentions
|
|||||||
2.
|
Ratification of KPMG LLP as registered public accountants
|
48,517,271
|
18,457
|
3,745
|
|
|||||
|
For
|
Against
|
Abstentions
|
Broker
Non-Votes
|
||||||
3.
|
Advisory resolution to approve executive compensation
|
38,116,392
|
8,377,068
|
6,990
|
2,039,023
|
|||||
|
||||||||||
|
For
|
Against
|
Abstentions
|
Broker
Non-Votes
|
||||||
4.
|
Adoption of the 2012 Stock Incentive Plan.
|
38,570,384
|
7,923,187
|
6,879
|
2,039,023
|
Date: April 26, 2012
|
CENTENE CORPORATION
|
||
By:
|
/s/ WILLIAM N. SCHEFFEL
|
||
William N. Scheffel
|
|||
Executive Vice President and Chief Financial Officer
|
Exhibit
Number
|
Description
|
|
10.1
|
Centene Corporation 2012 Stock Incentive Plan, incorporated by reference to Centene Corporation 2012 Proxy Statement dated March 9, 2012, Appendix A.
|
|
10.2
|
Description of the Centene Corporation 2012 Stock Incentive Plan, incorporated by reference to pages 15-21 of the Centene Corporation 2012 Proxy Statement dated March 9, 2012.
|