ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR




On April 26, 2022, Centene Corporation (the "Company") amended its Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation") to
declassify the Board of Directors (the "Board") of the Company over a three year
period (the "Charter Amendment") and provide that beginning with the Company's
2023 annual meeting of stockholders, all directors shall be elected for terms
expiring at the Company's next annual meeting of stockholders.

The Charter Amendment was previously approved by the Board of Directors (the
"Board") of the Company, subject to stockholder approval, and approved by the
Company's stockholders at the Company's 2022 Annual Meeting of Stockholders (the
"Annual Meeting"), as further described in Item 5.07 below.

Additionally, on April 26, 2022 the Board approved amendments to the Amended and
Restated By-Laws of the Company (the "By­Laws") reflecting (i) corresponding
changes to the By-Laws related to the Charter Amendment, and (ii) the addition
of the position of Chief Executive Officer in the list of officers in Article
IV, along with various corresponding changes.

The foregoing description of the Charter Amendment and amendment to the By-Laws
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Charter Amendment and the Amended and Restated By-Laws, as
amended. Copies of the Charter Amendment and the Amended and Restated By-Laws
are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form
8-K and incorporated by reference herein.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



On April 26, 2022, the Company held its Annual Meeting. There were 537,891,834
shares of common stock represented at the Annual Meeting. The stockholders of
the Company voted as follows on the following matters at the Annual Meeting:

--------------------------------------------------------------------------------

1. Election of Directors. The five directors were elected at the Annual Meeting for a three-year term based upon the following


             votes:
                     Director Nominee                For                      Against                     Abstain            Broker Non-Votes
             Orlando Ayala                       459,961,145                 59,734,913                   117,684               18,078,092
             Kenneth A. Burdick                  510,534,704                 8,789,352                    489,686               18,078,092
             H. James Dallas                     417,226,834                102,334,950                   251,958               18,078,092
             Sarah M. London                     512,715,693                 6,647,683                    450,366               18,078,092
             Theodore R. Samuels                 512,437,562                 7,239,172                    137,008               18,078,092

2. Non-binding advisory vote on executive compensation. The Company's executive compensation was not approved by a non-binding


             advisory vote based upon the following votes:
                                                     For                      Against                     Abstain            Broker Non-Votes
                                                 174,794,813                344,825,680                   193,249               18,078,092

3. Ratification of the appointment of KPMG LLP. The appointment of KPMG LLP as the independent registered public accounting firm


             for the Company for the fiscal year ending December 31, 2022

was ratified based upon the following votes:


                                                     For                      Against                     Abstain
                                                 529,357,743                 8,408,800                    125,291

4. Approval of Amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the Board. The approval


             of an amendment to the Company's Amended and Restated

Certificate of Incorporation to declassify the Board was approved based


             upon the following votes:
                                                     For                      Against                     Abstain            Broker Non-Votes
                                                 518,943,045                  735,230                     135,467               18,078,092

5. Board proposal regarding stockholder right to call for a special stockholder meeting. The Board's proposal was not approved


             based upon the following votes:
                                                     For                      Against                     Abstain            Broker Non-Votes
                                                 246,155,069                273,243,772                   414,901               18,078,092

6. Shareholder proposal regarding the shareholder right to call for a special shareholder meeting. The shareholder proposal was


             approved based upon the following votes:
                                                     For                      Against                     Abstain            Broker Non-Votes
                                                 286,893,425                232,651,379                   268,938               18,078,092

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits

  Exhibit Number                                          Description
       3.1                 Certificate of Amendment to the Amended and Restated Certificate of
                         Incorporation of Centene Corporation, dated April 26, 2022.
       3.2                 Amended and Restated By-laws of Centene

Corporation, effective April 26,


                         2022.
       104               Cover Page Interactive Data File (embedded within the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses