2013.04.23 8-K

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 23, 2013

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 Blvd.
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)

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    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
At the 2013 Annual Meeting of Stockholders on April 23, 2013, the following actions were taken:

•
Orlando Ayala, Pamela A. Joseph and Tommy G. Thompson were re-elected as Class III Directors; and
•
The selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013, was ratified; and
•
The proposal to approve the advisory vote on executive compensation was approved.
 
The final results of voting on each of the matters submitted to a vote of security holders during the Registrant's annual meeting of shareholders on April 23, 2013 are as follows:
1.
Election of Directors:
For
 
Withheld
 
Broker
Non-Votes
 
 
 
Orlando Ayala
42,240,351

  
5,962,758

  
1,357,375

 


 
Pamela A. Joseph
42,240,865

  
5,962,244

  
1,357,375

 


 
Tommy G. Thompson
42,006,952

 
6,196,157

 
1,357,375

 
 
 
 
 
 
 
 
 
 
 
  
 
For
 
Against
 
Abstentions
 
 
2.
Ratification of KPMG LLP as registered public accountants
48,381,572

 
1,126,319

 
52,593

 


 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
3.
Advisory resolution to approve executive compensation
35,788,285

 
12,353,578

 
61,246

 
1,357,375

 
 
 
 
 
 
 
 
 





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:
April 24, 2013
By:
 
/s/ William N. Scheffel
 
 
 
 
William N. Scheffel
Executive Vice President & Chief Financial Officer