false0001071739
0001071739
2019-10-18
2019-10-18
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): October 18, 2019
CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-31826
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42-1406317
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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7700 Forsyth Boulevard,
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St. Louis,
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Missouri
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63105
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (314) 725-4477
(Former Name or Former Address, if Changed Since Last Report): N/A
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):
☐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)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐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 ☐
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 Par Value
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CNC
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NYSE
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Item 8.01 Other Events
On October 18, 2019, Centene’s Board of Directors authorized the repurchase of up to $500 million of shares of the Company's common stock (the “Increased Repurchase Amount”). Under the Increased Repurchase Amount, the Company may use some or all of the proceeds from divestitures related to the WellCare acquisition to repurchase shares. With the Increased Repurchase Amount, the Company will be able to repurchase shares or pay down debt with the divestiture proceeds, at its election. The number of shares authorized will be calculated based on the price per share of Centene’s common stock as of the date of such divestitures.
The authorization to repurchase $500 million of common stock is in addition to the previously approved stock repurchase program which authorized the repurchase of up to 16.0 million shares of common stock (of which 6.7 million shares remain as of today).
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:
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October 21, 2019
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By:
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/s/ Jeffrey A. Schwaneke
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Jeffrey A. Schwaneke
Executive Vice President & Chief Financial Officer
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