form8k.htm
 
 
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 3, 2008
 
 
CENTENE CORPORATION 
 
(Exact name of registrant as specified in its charter)
 
 
Delaware
(State or other jurisdiction of incorporation) 
001-31826
(Commission file number) 
42-1406317
(IRS Employer Identification No.)
 
 
 
7711 Carondelet Avenue, St. Louis, Missouri 63105
(Address of principal executive office and zip code) 
 
 
Registrant’s telephone number, including area code: (314) 725-4477 
 
 
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))
 
 
 
 



ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICER5S; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 
    (e) On February 3, 2008, our board of directors granted awards under our 2007 Long Term Incentive Plan to certain executive officers.  Cash payments made from this award will be based upon the Company achieving certain revenue growth and pre-tax margin targets over the three year period from January 1, 2008 through December 31, 2010.  Our Named Executive Officers received grants as follows:

 
Dollar Value ($)
Name and Position
  
Target
  
Threshold
  
Maximum
Michael F. Neidorff
Chairman and Chief Executive Officer
$
1,500,000
$
600,000
$
2,250,000
Eric R. Slusser
Executive Vice President and Chief Financial Officer
   475,000    190,000    712,500 
William N. Scheffel
Executive Vice President, Specialty Business Unit
  
510,000
  
204,000
  
765,000
Carol E. Goldman
Executive Vice President and Chief Administrative Officer
  
225,000
  
90,000
  
337,500

 
The form of the agreement is included as Exhibit 10.1 and is incorporated by reference herein. The abovedescription is qualified in its entirety by reference to such form.
 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
    
    (d) Exhibits.
 
    10.1 Form of 2007 Long Term Incentive Plan Award Agreement
   


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.
 
 
Date: February 7, 2008
CENTENE CORPORATION
By:  
/s/ ERIC R. SLUSSER
Eric R. Slusser
Executive Vice President and Chief Financial Officer



 
EXHIBIT INDEX 
Exhibit
Number
Description
 
10.1
  
 
Form of 2007 Long Term Incentive Plan Award Agreement