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): February 6, 2019

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))
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  o
 
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.  o






ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On January 28, 2019, Centene Corporation (“Centene”) held a special meeting of stockholders (the “Special Meeting”), at Centene’s headquarters in St. Louis, Missouri. At the Special Meeting, the stockholders approved an amendment (the “Amendment”) to Centene’s Certificate of Incorporation, as amended, to increase the number of authorized shares of Centene common stock, par value $0.001 per share (“Common Stock”), from 400,000,000 shares of Common Stock to 800,000,000 shares of Common Stock. The full text of the Amendment is attached as Exhibit 3.1 and is incorporated herein by reference.
In December 2018, the Board of Directors approved a two-for-one stock split of Centene’s Common Stock in the form of a 100% stock dividend to be distributed on February 6, 2019 to stockholders of record as of December 24, 2018 (the “Stock Split”).
The Amendment became effective upon Centene’s filing of the Certificate of Amendment to the Certificate of Incorporation of Centene with the Secretary of State of the State of Delaware on February 6, 2019. Centene’s shares of common stock will begin trading at the split-adjusted price on February 7, 2019.
The Stock Split is described in greater detail in Centene’s definitive proxy statement filed with the Securities and Exchange Commission on December 26, 2018.


ITEM 8.01. OTHER EVENTS
On February 7, 2019, Centene issued a press release announcing the filing of the Amendment with the Secretary of State of the State of Delaware on February 6, 2019 and the effectiveness of the Stock Split.
A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits






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:
February 7, 2019
By:
 
/s/  Jeffrey A. Schwaneke
 
 
 
 
Jeffrey A. Schwaneke
Executive Vice President & Chief Financial Officer








Exhibit 3.1



CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
CENTENE CORPORATION


_________________________________________

Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
_________________________________________
February 6, 2019
Centene Corporation, a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:
FIRST: Paragraph (a) of Article FOURTH of the Certificate of Incorporation of the Corporation be amended to read in its entirety as follows:
“(a) Authorized Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is 810,000,000 shares of capital stock, consisting of (i) 800,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).”
SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

[SIGNATURE PAGE FOLLOWS]
        




IN WITNESS WHEREOF, Centene Corporation has caused this Certificate of Amendment to be duly executed in its corporate name this 6 th day of February, 2019.

 
 
CENTENE CORPORATION
 
 
 
 
 
 
 
By:
 
/s/ Keith H. Williamson
 
 
Name:
 
Keith H. Williamson
 
 
Title:
 
Executive Vice President, General Counsel and Secretary









                 Exhibit 99.1
CENTENELOGOA06.JPG
N E W S R E L E A S E                                                                                 
Contact:
Investor Relations Inquiries
 
Edmund E. Kroll, Jr.
 
Senior Vice President, Finance & Investor Relations
 
(212) 759-0382
 
 
 
Media Inquiries
 
Marcela Manjarrez-Hawn
 
Senior Vice President and Chief Communications Officer
 
(314) 445-0790

FOR IMMEDIATE RELEASE

CENTENE CORPORATION ANNOUNCES TWO-FOR-ONE STOCK SPLIT IS EFFECTIVE

ST. LOUIS, MISSOURI (February 7, 2019) - Centene Corporation (NYSE: CNC) announced today that it has effected on February 6, 2019, a two-for-one stock split of its shares of common stock in the form of a 100% stock dividend distributed on February 6, 2019 to stockholders of record as of December 24, 2018.
Centene's shares of common stock are listed on the New York Stock Exchange under the symbol "CNC" and will begin trading today, February 7, 2019, at the split-adjusted price.
As previously reported, on January 28, 2019, Centene held a special meeting of stockholders at its headquarters in St. Louis, Missouri. At the special meeting, the stockholders approved an amendment to Centene's Certificate of Incorporation to increase the number of authorized shares of Centene common stock, par value $0.001 per share, from 400,000,000 shares of common stock to 800,000,000 shares of common stock. The amendment to Centene's Certificate of Incorporation became effective on February 6, 2019.

About Centene Corporation
Centene Corporation, a Fortune 100 company, is a diversified, multi-national healthcare enterprise that provides a portfolio of services to government sponsored and commercial healthcare programs, focusing on under-insured and uninsured individuals. Many receive benefits provided under Medicaid, including the State Children’s Health Insurance Program (CHIP), as well as Aged, Blind or Disabled (ABD), Foster Care and Long-Term Services and Supports (LTSS), in addition to other state-sponsored programs, Medicare (including the Medicare prescription drug benefit commonly known as “Part D”), dual eligible programs and programs with the U.S. Department of Defense. Centene also provides healthcare services to groups and individuals delivered through commercial health plans. Centene operates local health plans and offers a range of health insurance solutions. It also contracts with other healthcare and commercial organizations to provide specialty services including behavioral health management, care management software, correctional healthcare services, dental benefits management, commercial programs, home-based primary care services, life and health management, vision benefits management, pharmacy benefits management, specialty pharmacy and telehealth services.
Centene uses its investor relations website to publish important information about the Company, including information that may be deemed material to investors. Financial and other information about Centene is routinely posted and is accessible on Centene’s investor relations website, http://www.centene.com/investors.