Centene Corporation

Leadership Changes . On December 14, 2022, Centene Corporation (the " Company ") announced that the Board of Directors of the Company had appointed Kenneth Fasola, 63, as President of the Company and James Murray, 69, as Executive Vice President, Chief Operating Officer of the Company effective as of December 14, 2022. Brent Layton, the Company’s current President and Chief Operating Officer, will transition to the role of Senior Advisor to the Chief Executive Officer as a non-executive officer until his planned retirement on December 31, 2023. Mr. Fasola has served as the Company’s Executive Vice President of Health Care Enterprises since January 6, 2022. Beginning in November 2019, Mr. Fasola served as the Chief Executive Officer and a member of the Board of Directors of Magellan Health Inc, until the Company acquired it on January 4, 2022. Mr.

On November 12, 2022, the board of directors (the “ Board ”) of Centene Corporation (the “ Company ”) elected Monte Ford to the Board, with a term expiring at the Company’s 2023 annual meeting of stockholders. Mr. Ford 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 11, 2022. There are no arrangements or understandings pursuant to which Mr. Ford has been elected as a director of the Company. There are no family relationships between Mr. Ford 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. Ford was a participant.

Layton Employment Agreement On April 27, 2022, the Company entered into an executive employment agreement (the “ Layton Employment Agreement ”) with Brent Layton, its President and Chief Operating Officer. The Layton Employment Agreement provides for: • an initial annual base salary of $1,100,000, • an annual cash incentive bonus target of 150% of his annual base salary, • with respect to 2022 long-term incentive compensation: ◦ a long-term cash incentive award target equal to 150% of the executive’s annual base salary; and ◦ equity awards in the amount of $2,600,000, consisting of performance-based restricted stock units (60% of equity awards) and time-based restricted stock units (40% of equity awards) (collectively, the “ 2022 RSUs ”); and • with respect to 2023 long-term incentive compensation: ◦ no long-term cash incentive award; and ◦ equity awards in the amount of $2,600,000, cons…

On April 11, 2022, Leslie Norwalk resigned, effective immediately, as a member of the board of the directors (the “Board”) of Centene Corporation (the “Company”). Consistent with Ms. Norwalk’s resignation letter, which is filed herewith as Exhibit 17.1, the Company believes that Ms. Norwalk resigned because of her disagreement with Board governance process and Board and committee leadership. At the time of her resignation, Ms. Norwalk served on the Board’s Compliance Committee, Environmental and Social Responsibility Committee and Government and Regulatory Affairs Committee.

On March 29, 2022, and in connection with the previously announced appointment of Sarah M. London as the Chief Executive Officer of the Company, the Board of Directors of the Company (the “Board”) approved a new compensation package for Ms. London. Effective as of March 29, 2022, Ms. London’s compensation will consist of: • an annual base salary of $1,400,000, • an annual cash incentive bonus target under the Centene Corporation Short-Term Executive Compensation Plan of 150% of her base salary, of which the annual bonus opportunity for the 2022 performance year will be prorated to reflect the portion of the period in which Ms. London serves as the Chief Executive Officer and a portion paid based on her earnings prior to her new salary, and • a long-term incentive target opportunity of $12,500,000 commencing with the next annual grant cycle of the Company. Ms.

On March 21, 2022, the Board of Directors (the “ Board ”) of Centene Corporation (the “ Company ”) appointed Sarah M. London, currently the Company’s Vice Chairman and member of the Office of the Chairman, to the position of Chief Executive Officer of the Company, effective immediately, succeeding of Michael F. Neidorff. Effective with the appointment of Ms. London as the Company’s Chief Executive Officer, the Office of the Chairman will no longer oversee the day-to-day management of the Company or discharge the duties of the Chief Executive Officer. Mr. Neidorff remains on a previously announced medical leave of absence from his position on the Board of the Company. Biographical information for Ms. London may be found in the Company’s definitive proxy statement relating to its 2022 Annual of Stockholders filed with the U.S.

On February 23, 2022, the Board of Directors (the “Board”) of Centene Corporation (the “Company”) approved a request from Michael Neidorff for a paid medical leave of absence from his roles as Chief Executive Officer, Chairman, and a director of the Company (the “Leave of Absence”). The Board also (i) appointed James Dallas as the Acting Chairman of the Board and (ii) appointed an expanded Office of the Chairman, consisting of Sarah London, Vice Chairman of the Board; Brent Layton, the Company’s President and Chief Operating Officer; Drew Asher, the Company’s Chief Financial Officer; and Shannon Bagley, the Company’s Chief Administrative Officer, to oversee the day-to-day management of the Company and discharge the duties of the Chief Executive Officer on an interim basis. Such leadership team will report to James Dallas in his position as Acting Chairman of the Board.

As previously disclosed in a Current Report on Form 8-K filed by Centene Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (the “Prior 8-K”), the Company entered into a cooperation agreement (the “Agreement”) with Politan Capital Management LP (“Politan”). Among other things, the Agreement requires the Company and Politan to mutually agree on an additional independent director to be appointed to the Board as a Class II director as promptly as practicable following January 5, 2022. The Company and Politan have mutually agreed on Leslie Norwalk as such additional independent director. On January 11, 2022, the board of directors of the Company (the “Board”) elected Ms.

The description of the 2022 Retirements, the 2023 Retirements, the New Director Appointments, the Committee Appointments and the CEO Appointment set forth in

Centene Corporation (“Centene”) and Jesse N. Hunter, the former Executive Vice President and Chief Strategy Officer of Centene, have mutually agreed that Mr. Hunter’s last day will be November 5, 2021, rather than December 31, 2021. In recognition of Mr. Hunter's long years of valuable service to Centene, and in connection with Mr. Hunter’s departure, Centene entered into a letter agreement with Mr. Hunter, dated as of October 26, 2021 (the “Letter Agreement”). The Letter Agreement provides that, Mr. Hunter will receive twelve and one-half (12.5) months of his current base salary paid in a lump sum and subsidized COBRA benefits. In addition, Mr.

(b) On October 5, 2021, David L. Steward notified Centene Corporation (the “Company”) of his intention to retire from the Board of Directors, effective October 6, 2021. Mr. Steward’s retirement, after 18 years of service on the Board, was not the result of any dispute or disagreement with the Company or the Company’s Board of Directors on any matter relating to the operations, policies or practices of the Company. Given Mr. Steward’s demanding schedule, his decision to retire was based on his desire to dedicate more time to his family and other business interests.

Centene Corporation (“Centene”) and Jeffrey A. Schwaneke, the former Executive Vice President of HealthCare Enterprises of Centene, mutually agreed that Mr. Schwaneke would resign from his employment with Centene effective as of September 22, 2021. In connection with Mr. Schwaneke’s resignation, Centene entered into a separation agreement and release with Mr. Schwaneke, dated as of September 26, 2021 (the “Separation Agreement”). The Separation Agreement provides that, in accordance with the terms of Centene’s previously disclosed Executive Severance and Change in Control Agreement, Mr. Schwaneke will receive one year of his current base salary and subsidized COBRA benefits. Notwithstanding the terms of the Executive Severance and Change in Control Agreement, Mr.

(c) Election of Sarah London as Vice Chairman of the Board of Directors of Centene Corporation and Brent Layton as President and Chief Operating Officer of Centene Corporation Effective September 7, 2021, the Board of Directors (the “Board”) of Centene Corporation (the “Company”) elected Sarah M. London as Vice Chairman of the Board of Directors of Centene Corporation and Brent D. Layton as the Company’s President and Chief Operating Officer. In their new roles, Ms. London and Mr. Layton will each report to Michael F. Neidorff, who will continue to serve as the Company’s Chairman and Chief Executive Officer. In her role as Vice Chairman, Ms. London will oversee the Company’s Health Care Enterprises division, technology divisions, business digitalization, corporate strategy, quality operations, internal audit, compliance and enterprise risk management.

(b) On July 12, 2021, Jesse Hunter, Executive Vice President and Chief Strategy Officer, notified the Company of his intent to resign from his position effective July 31, 2021, and will provide transition support continuing through December 31, 2021.

Centene Corporation (“Centene”) appointed Andrew L. Asher to the role of Executive Vice President and Chief Financial Officer of Centene, effective as of May 7, 2021. In connection with the appointment of Mr. Asher, Jeffrey A. Schwaneke ceased to serve as the Executive Vice President and Chief Financial Officer of Centene. Mr. Schwaneke will remain with Centene as its Executive Vice President of HealthCare Enterprises. In connection with Mr. Asher’s appointment, Centene entered into a letter agreement with Mr. Asher (the “Letter Agreement”). The Letter Agreement provides that Mr. Asher will report to Michael F. Neidorff, Chairman, President and Chief Executive Officer of Centene. Mr. Asher will have a base salary of $975,000 and a target annual cash bonus of 100% of his base salary. Mr.

Effective April 27, 2021, upon approval by Centene Corporation (the “Company”) stockholders at the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), the Company adopted the Centene Corporation 2012 Stock Incentive Plan, as amended (as amended, the “Plan”) to, among other things, increase the number of shares of common stock reserved for issuance by up to 15,000,000 shares, subject to the termination of the remaining shares of the Company’s common stock which had constituted an unused share reserve under the WellCare Health Plans, Inc. 2019 Incentive Compensation Plan and had been reserved for issuance of future awards granted by the Company under the Plan, resulting in an incremental increase of 5,218,816 shares.

On March 5, 2021, Christopher Isaak, Centene Corporation’s (the Company) Senior Vice President, Corporate Controller and Chief Accounting Officer provided notice that he will retire from the Company effective April 30, 2021. Katie Casso has been named Senior Vice President, Corporate Controller effective April 1, 2021, and will transition responsibilities from Mr. Isaak. It is expected that Ms. Casso will also be appointed by the Board of Directors as the Chief Accounting Officer at the next scheduled Board meeting. Ms. Casso has served in various positions of increasing responsibility during her career at the Company spanning the past 16 years. She most recently held the position of Vice President, Assistant Controller since January 2016.

(d) On December 15, 2020, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Centene Corporation (the “Company”) adopted new forms of Restricted Stock Unit Agreements (the “RSUs”) and Performance Based Restricted Stock Unit Agreements (the “PSUs”) pursuant to the Company’s 2012 Stock Incentive Plan, as amended (the “2012 Plan”), and a new form of Long-Term Incentive Plan Agreement (the “LTIP Award Agreement”, and together with the RSUs, the PSUs, the “New Award Agreements”) pursuant to the Company’s 2007 Long-Term Executive Compensation Plan (the “LTIP”).

This Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Centene Corporation (the “Company”) dated and filed with the Commission on January 23, 2020 (the “Original 8-K”).

On January 23, 2020, effective as of the First Effective Time, as approved by resolutions of the Company’s board of directors (the “ Board ”) and pursuant to the terms of the Merger Agreement, the size of the Board was increased to 12 directors and William Trubeck and James Dallas were elected to serve on the Board as a Class II director and a Class III director, respectively. In addition, Mr. Dallas was appointed to the Nominating and Governance Committee of the Board and the Technology Committee of the Board, and Mr. Trubeck was appointed to the Compensation Committee of the Board. Mr. Trubeck and Mr. Dallas will participate in the Company’s standard director compensation program as described in the Company’s 2019 Proxy Statement filed with the U.S. Securities and Exchange Commission on Form DEF 14A on March 8, 2019. Mr.

(d) On October 22, 2019, as approved by resolutions of Centene’s board of directors, General Lori J. Robinson was elected to serve on our board of directors as a Class I director. General Robinson was appointed to the Nominating and Governance Committee and the Government and Regulatory Affairs Committee. She will stand for re-election at our April 2020 Annual Meeting of Stockholders. General Robinson will participate in the Company's standard director compensation program as described in the Company's 2019 Proxy Statement filed with the U.S. Securities and Exchange Commission on form DEF 14A on March 8, 2019. General Robinson retired from the Air Force in July 2018, following a 36 year military career.

(c) On April 23, 2019, Centene Corporation appointed Michael Neidorff to Chairman, President and Chief Executive Officer, effective immediately. Mr. Neidorff previously served as Chairman and Chief Executive Officer. Information regarding Mr. Neidorff may be found in Item 1, Executive Officers of the Registrant, on Form 10-K, filed on February 19, 2019.

(e) On February 4, 2019, Centene Corporation (the “Company”) entered into an amendment to the executive employment agreement (the “Amendment”) with Michael F. Neidorff, its Chairman and Chief Executive Officer (the “Executive”). The Amendment: • provides that Mr. Neidorff will serve as Chief Executive Officer until the 2023 Shareholders' Meeting and will continue serving as Executive Chairman of the Board until the 2024 Shareholders' Meeting; and • provides for payments to Mr. Neidorff in the event of termination on or prior to the 2023 Shareholders' Meeting. The Amendment is filed as Exhibit 10.1 to this Form 8-K and the description of the Amendment is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.

On December 3, 2018, Cynthia J. Brinkley, Chief Administrative and Markets Officer, advised Centene Corporation of her intention to retire February 15, 2019.

(b) On June 8, 2018, Centene Corporation announced Cynthia Brinkley has been appointed Chief Administrative and Markets Officer. Cynthia Brinkley previously held the position of President and Chief Operating Officer. The full text of the press release is included as Exhibit 99.1 to this report.

(d) On February 5, 2018, as approved by resolutions of Centene’s board of directors, Jessica L. Blume was elected to serve on our board of directors as a Class II director. Ms. Blume was appointed to both the Audit Committee and the Technology Committee. She will stand for re-election at our April 2018 Annual Meeting of Stockholders. Ms. Blume will participate in the Company's standard director compensation program as described in the Company's 2017 Proxy Statement filed with the SEC on form DEF 14A on March 10, 2017. Ms. Blume was a partner with Deloitte for 20 years, and retired from her role as Vice Chairman in 2015. While at Deloitte, she served as a member of the Deloitte LLP Board of Directors and served as the Chair of the Executive Compensation and Evaluation Committee and a member of the Finance, Governance, Strategic Investment and Risk Committees.

On December 12, 2017, the Compensation Committee of the Board of Directors approved the following compensation changes and stock awards for Cynthia Brinkley, President and Chief Operating Officer, pursuant to the Company ’ s existing compensation plans: • Annual base salary of $850,000, effective January 1, 2018; • Annual short term incentive target of 125% of base salary, effective January 1, 2018; • Cash long-term incentive target for the 2018-2020 cycle of 100% of 2017 base salary; • 18,000 restricted stock units, subject to 3-year vesting requirements; and • 27,000 performance stock units, subject to 3-year performance based vesting requirements.

(c) On November 16, 2017, Centene Corporation appointed Cynthia J. Brinkley to President and Chief Operating Officer, effective immediately. Information regarding Ms. Brinkley may be found in Item 1, Executive Officers of the Registrant, on Form 10-K, filed on February 21, 2017.

(e) At the 2017 Annual Meeting of Stockholders held on April 25, 2017, our stockholders approved the amendment to the 2012 Stock Incentive Plan to increase the number of common shares reserved for issuance under the plan and to effect certain other changes. A copy of the Centene Corporation 2012 Stock Incentive Plan, As Amended, is included as Exhibit 10.1 to this current report. The above description is qualified in its entirety by reference to such exhibit.

(b) On March 1, 2017, Vicki B. Escarra informed the Company that continued service on the Board of Directors would unduly interfere with a business opportunity, and as a result had decided not to stand for reelection to its Board of Directors at the Company’s 2017 Annual Meeting of Stockholders.

(e) On December 14, 2016, Centene Corporation (the “Company”) entered into an amendment to the executive employment agreement (the “Amendment”) with Michael F. Neidorff, its Chairman, President and Chief Executive Officer (the “Executive”). The Amendment anticipates that Mr. Neidorff’s successor as Chief Executive Officer will be appointed on or prior to the date of the Company’s annual stockholder meeting in April 2020. The Amendment: • provides that Mr. Neidorff will serve as Executive Chairman for one year after his successor is appointed and as Non-Executive Chairman thereafter; • provides for the grant of 20,000 stock options; and • provides for payments to Mr. Neidorff in the event of termination on or prior to December 31, 2018. The Board of Directors and Mr.

(b) K. Rone Baldwin, Executive Vice President of Markets, has announced that he will be leaving Centene Corporation (the “Company”) in December 2016 in order to pursue other interests. Mr. Baldwin will receive payments from the Company that are consistent with the terms of his existing agreement (a form of which is referenced as Exhibit 10.12 of the Company’s 2015 Annual Report on Form 10-K). Christopher D. Bowers, Senior Vice President of Health Plans, has assumed Mr. Baldwin’s responsibilities, effective as of November 7, 2016 . Mr. Bowers has been with the Company in positions with increasing levels of responsibility since 2002.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.