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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): August 9, 2024

CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware001-3182642-1406317
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
7700 Forsyth Boulevard,
St. Louis,Missouri63105
(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): 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.001 Par Value
CNC
New York Stock Exchange

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. ☐



ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On Aug. 9, 2024, the Board of Directors (the "Board") of Centene Corporation (the "Company") increased the size of the Board from 10 to 11 and elected Thomas Greco to the Board to fill the resulting vacancy, with a term expiring at the Company's 2025 annual meeting of stockholders.

Mr. Greco previously served as Director, President, Chief Executive Officer (CEO) of Advance Auto Parts, Inc., from April 2016 to September 2023. Prior to that, Mr. Greco served as CEO, Frito-Lay North America, a unit of PepsiCo, Inc., a leading global food and beverage company from 2011 to 2016. In this role, he was responsible for overseeing PepsiCo's snack and convenient foods business in both the U.S. and Canada. He served for 30 years in roles of increasing responsibility at PepsiCo. He also currently serves on the Board of Directors of public consumer goods company Tapestry, Inc., the Sabra Dipping Company LLC and the non-profit American Heart Association.

Mr. Greco will participate in the Company's standard non-employee director compensation program as described in the Company's proxy statement filed with the SEC on March 28, 2024.

There are no arrangements or understandings pursuant to which Mr. Greco has been elected as a director of the Company. There are no family relationships between Mr. Greco and any director or executive officer of the Company. There are no related party transactions in respect of the Company of the kind described in Item 404(a) of Regulation S-K in which Mr. Greco was a participant.

ITEM 7.01 REGULATION FD DISCLOSURE

A copy of the press release announcing the events described in Item 5.02 above is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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:August 15, 2024By:/s/ Christopher A. Koster
Christopher A. Koster
Executive Vice President, Secretary and General Counsel





Exhibit 99.1
                                    
             centenelogoa60.jpg
N E W S R E L E A S E                                                                    
Contact:Investor Relations InquiriesMedia Inquiries
Jennifer GilliganShannon Susko
Senior Vice President, Finance & Investor RelationsSenior Vice President, Chief Communications Officer
(212) 549-1306(314) 445-0790

FOR IMMEDIATE RELEASE

CENTENE ANNOUNCES THE ELECTION OF THOMAS GRECO TO BOARD OF DIRECTORS

ST. LOUIS, August 15, 2024 -- Centene Corporation (NYSE: CNC) ("the Company") announced today that it has appointed Thomas R. Greco to the Centene Board of Directors, effective Aug. 9, 2024. Mr. Greco's term will run through the Company's 2025 annual meeting of stockholders. The appointment of Mr. Greco expands Centene's Board of Directors to 11 members.

Mr. Greco is a seasoned operator and executive who brings more than four decades of public company leadership and expertise to Centene. Over the course of his career, he has implemented growth strategies and fostered talent development and diversity for consumer-focused companies. He most recently served as President and Chief Executive Officer (CEO) of Advance Auto Parts, Inc., a Raleigh-based automotive parts retailer, from 2016 to 2023. Prior to his tenure at Advance Auto Parts, Mr. Greco spent three decades in roles of increasing responsibility at PepsiCo before becoming CEO of Frito-Lay North America in 2011.

"Tom's leadership and expertise, particularly in the area of consumer marketing, will be a valuable addition to the Centene Board as we work to transform the health of 28.5 million Americans," said Centene CEO Sarah M. London. "We are pleased to welcome him to the Board of Directors and look forward to his contributions in support of our members and our mission."

Mr. Greco currently serves on the boards of Tapestry, Inc., a publicly traded, multinational fashion company, the Sabra Dipping Company LLC, a joint venture between Pepsi Co. and the Strauss Group, and the American Heart Association. A longtime advocate for cardiovascular health, Mr. Greco has been actively involved in several initiatives aimed at enhancing the nutritional profile of consumer products throughout his career.

"Tom brings a unique combination of energy, leadership experience and consumer focus to apply to the healthcare industry," said Chairman of the Board Frederick H. Eppinger.

"I'm passionate about Centene's commitment to help its members live healthier lives," said Mr. Greco. "It is an honor to join the Board of Directors and apply my skills to help advance the Company's mission."
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About Centene Corporation

Centene Corporation, a Fortune 500 company, is a leading healthcare enterprise that is committed to helping people live healthier lives. The Company takes a local approach – with local brands and local teams – to provide fully integrated, high-quality, and cost-effective services to government-sponsored and commercial healthcare programs, focusing on under-insured and uninsured individuals. Centene offers affordable and high-quality products to more than 1 in 15 individuals across the nation, including Medicaid and Medicare members (including Medicare Prescription Drug Plans) as well as individuals and families served by the Health Insurance Marketplace and the TRICARE program. The Company also contracts with other healthcare and commercial organizations to provide a variety of specialty services focused on treating the whole person. Centene focuses on long-term growth and value creation as well as the development of its people, systems and capabilities so that it can better serve its members, providers, local communities and government partners.

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, https://investors.centene.com.

Forward-Looking Statements

All statements, other than statements of current or historical fact, contained in this press release are forward-looking statements. Without limiting the foregoing, forward-looking statements often use words such as "believe," "anticipate," "plan," "expect," "estimate," "intend," "seek," "target," "goal," "may," "will," "would," "could," "should," "can," "continue" and other similar words or expressions (and the negative thereof). Centene Corporation and its subsidiaries (Centene, the Company, our or we) intends such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with these safe-harbor provisions. In particular, these statements include, without limitation, statements about expected contract start dates and terms, our future operating or financial performance, market opportunity, competition, expected activities in connection with completed and future acquisitions and dispositions, our investments, and the adequacy of our available cash resources. These forward-looking statements reflect our current views with respect to future events and are based on numerous assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, business strategies, operating environments, future developments, and other factors we believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties and are subject to change because they relate to events and depend on circumstances that will occur in the future, including economic, regulatory, competitive, and other factors that may cause our or our industry's actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions. All forward-looking statements included in this press release are based on information available to us on the date hereof. Except as may be otherwise required by law, we undertake no obligation to update or revise the forward-looking statements included in this press release, whether as a result of new information, future events, or otherwise, after the date hereof. You should not place undue reliance on any forward-looking statements, as actual results may differ materially from projections, estimates, or other forward-looking statements due to a variety of important factors, variables, and events including, but not limited to: our ability to design and price products that are competitive and/or actuarially sound including but not limited to any impacts resulting from Medicaid redeterminations; our ability to maintain or achieve improvement in the Centers for Medicare and Medicaid Services (CMS) Star ratings and maintain or achieve improvement in other quality scores in each case that can impact revenue and future growth; our ability to accurately predict and effectively manage health benefits and other operating expenses and reserves, including fluctuations in medical utilization rates; competition, including for providers, broker distribution networks, contract reprocurements and organic growth; our ability to adequately anticipate demand and provide for operational resources to maintain service level requirements; our ability to manage our information systems effectively; disruption, unexpected costs, or similar risks from business transactions, including acquisitions, divestitures, and changes in our relationships with third parties; impairments to real estate, investments, goodwill and intangible assets; changes in senior management, loss of one or more key personnel or an inability to attract, hire, integrate and retain skilled personnel; membership and revenue declines or unexpected trends; rate cuts or other payment reductions or delays by governmental payors and other risks and uncertainties affecting our government businesses; changes in healthcare practices, new technologies, and advances in medicine; our ability to effectively and ethically use artificial intelligence and machine learning in compliance with applicable laws; increased healthcare costs; inflation and interest rates; the effect of social, economic, and political conditions and geopolitical events, including as a result of changes in U.S. presidential administrations or Congress; changes in market conditions; changes in federal or state laws or regulations, including changes with respect to income tax reform or government healthcare programs as well as changes with respect to the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act (collectively
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referred to as the ACA) and any regulations enacted thereunder; uncertainty concerning government shutdowns, debt ceilings or funding; tax matters; disasters, climate-related incidents, acts of war or aggression or major epidemics; changes in expected contract start dates and terms; changes in provider, broker, vendor, state, federal and other contracts and delays in the timing of regulatory approval of contracts, including due to protests; the expiration, suspension, or termination of our contracts with federal or state governments (including, but not limited to, Medicaid, Medicare or other customers); the difficulty of predicting the timing or outcome of legal or regulatory audits, investigations, proceedings or matters including, but not limited to, our ability to resolve claims and/or allegations made by states with regard to past practices on acceptable terms, or at all, or whether additional claims, reviews or investigations will be brought by states, the federal government or shareholder litigants, or government investigations; challenges to our contract awards; cyber-attacks or other data security incidents or our failure to comply with applicable privacy, data or security laws and regulations; the exertion of management's time and our resources, and other expenses incurred and business changes required in connection with complying with the terms of our contracts and the undertakings in connection with any regulatory, governmental, or third party consents or approvals for acquisitions or dispositions; any changes in expected closing dates, estimated purchase price, or accretion for acquisitions or dispositions; losses in our investment portfolio; restrictions and limitations in connection with our indebtedness; a downgrade of our corporate family rating, issuer rating or credit rating of our indebtedness; the availability of debt and equity financing on terms that are favorable to us and risks and uncertainties discussed in the reports that Centene has filed with the Securities and Exchange Commission (SEC). This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain other factors that may affect our business operations, financial condition, and results of operations, in our filings with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Due to these important factors and risks, we cannot give assurances with respect to our future performance, including without limitation our ability to maintain adequate premium levels or our ability to control our future medical and selling, general and administrative costs.

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v3.24.2.u1
Cover
Aug. 09, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 09, 2024
Entity Registrant Name CENTENE CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-31826
Entity Tax Identification Number 42-1406317
Entity Address, Address Line One 7700 Forsyth Boulevard,
Entity Address, City or Town St. Louis,
Entity Address, State or Province MO
Entity Address, Postal Zip Code 63105
City Area Code 314
Local Phone Number 725-4477
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common stock, $0.001 Par Value
Trading Symbol CNC
Security Exchange Name NYSE
Entity Central Index Key 0001071739
Amendment Flag false
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