CENTENE CORP
For the period ended May 12, 2026. Filed Mar 26, 2026.
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May 12, 2026 · Filed Mar 26, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Under §240.14a-12 |
CENTENE CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| Letter to Stockholders | 3 |
|---|
Letter to Stockholders
From Our Chief Executive Officer and Our Chairman of the Board
March 26, 2026
Dear Stockholders:
The past year marked a period of significant change for Centene — change that, while challenging, sharpened our focus and clarified our path forward. The scale and velocity of transformation across the U.S. healthcare system in 2025 shaped our financial performance and reinforced the importance of disciplined execution and operational agility as we pursue the creation of long-term shareholder value.
During 2025, we faced material disruption across multiple parts of our business, including volatility in Medicaid trends and a meaningful shift in the Marketplace risk pool. We were disappointed to lower our financial outlook last July amid a seismic shift in morbidity within the broader population served by Marketplace products. These dynamics tested our assumptions and our execution, and our financial results reflected those pressures.
What matters most, however, is how we responded.
We closed 2025 with full-year adjusted diluted earnings per share (EPS) of$2.08 — modest compared to our outlook at the start of the year — though improved execution in the fourth quarter put us slightly ahead of the expectations we provided to investors in October.
When it became clear that certain programs no longer met our risk and return thresholds, we made difficult but necessary decisions to protect the long-term health of the enterprise. We acted decisively, communicated transparently, and prioritized disciplined execution over short-term growth. In doing so, we reinforced a core principle of this organization: we do what is right, not what is easy.
As we move forward, Centene is a more focused company with a clearer strategic foundation. Our core businesses —Medicaid, Medicare Advantage, and the Health Insurance Marketplace — remain strong, differentiated platforms serving complex, high-need populations and facilitating access to healthcare for millions of Americans. We are applying the lessons of the past year to evolve how we operate these businesses, with greater rigor in pricing, risk management, and operational execution. We see significant embedded earnings power across the enterprise, and we are focused on restoring and sustaining it over time.
Several priorities define this evolution.
First, we are strengthening strategic agility. The healthcare landscape continues to change rapidly, and success requires the ability to adapt early and act with conviction. We are embedding more dynamic feedback loops into how we assess program performance, regulatory change, and market risk. For 2026, we updated our Marketplace go-to-market strategy to better accommodate a higher-morbidity population while positioning the company to improve profitability.
Second, we are deepening operational focus. Across the enterprise, teams are simplifying processes, tightening controls, and driving consistency at scale. These efforts are improving visibility, accountability, and performance — particularly in areas that directly impact medical cost management, member experience, and clinical outcomes. Since 2023, we have delivered double-digit improvements in blood pressure and diabetes control across Medicaid, Medicare, and Marketplace, along with meaningful gains in maternal and child health, including increased timeliness of prenatal care and postpartum visits. We are also strengthening service quality through disciplined execution and technology-enabled oversight: in 2025,93.3% of 2.9 million post-call survey respondents reported satisfaction and 94.5% reported full resolution.
| 4 | Letter to Stockholders |
Third, we are continuing to invest in modernization. Technology, data, and analytics are essential enablers of our strategy — from more precise underwriting and care management to better tools for our frontline teams. These investments are deliberate and targeted, designed to strengthen core capabilities rather than add complexity. We are also deploying advanced analytics to more quickly detect and prevent fraud, waste, and abuse. For example, using a combination of data analytics and traditional investigative techniques, we identified suspicious billing patterns among laboratories in one state and took action — preventing more than$38 million in likely fraudulent payments.
Underlying all of this work is our culture. Even during an extraordinarily difficult year, our colleagues demonstrated resilience, integrity, and unwavering commitment to our mission. The strength of One CenTeam is not an abstraction — it shows up in how challenges are surfaced, how decisions are made, and how we serve members and partners every day.
Looking ahead to 2026, we expect improving fundamentals across the portfolio, including Medicaid margin stabilization, meaningful recovery in Marketplace margins, and continued progress toward breakeven in Medicare Advantage. As we enter 2026, we are positioned to deliver meaningful margin expansion and renewed adjusted diluted EPS growth. We expect full-year 2026 adjusted diluted EPS to exceed$3.001, representing more than 40% year-over-year growth, an important step toward restoring the enterprise’s embedded earnings power. With a more disciplined operating model and a sharpened strategic lens, we believe Centene is positioned to rebuild earnings power and deliver sustainable shareholder value over time.
We are grateful for your continued support and engagement as we execute this next chapter. Our mission — to transform the health of the communities we serve, one person at a time — remains our north star, and we are confident in our ability to fulfill it while creating long-term value for our shareholders.
Sincerely,
Sarah M. LondonChief Executive Officer
Frederick H. EppingerChairman of the Board of Directors
1 Please refer to the press release filed as Exhibit 99.1 to the Form 8-K on February 6, 2026, for a reconciliation of GAAP diluted EPS to adjusted diluted EPS.
| Notice of 2026 Annual Meeting of Stockholders | 5 |
|---|
Notice of 2026 Annual Meeting of Stockholders
| Time and Date | Place | Record Date | |||
| 10:00 AM, Central Time, on Tuesday, May 12, 2026 | Centene Plaza7700 Forsyth BoulevardSt. Louis, Missouri 63105Centene Auditorium | Stockholders as ofMarch 13, 2026, areentitled to vote |
|---|
| Voting Items Proposal | Board Vote Recommendation | For Further Details | |
|---|---|---|---|
| (1) To elect nine directors to hold office until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified; | FOR each director nominee | Page 23 | |
| (2) To cast a non-binding advisory vote on the compensation of the Company's Named Executive Officers; | FOR | Page 64 | |
| (3) To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; | FOR | Page 109 | |
| (4) Stockholder proposal | AGAINST | Page 115 |
Stockholders will also transact such other business as may properly come before the Annual Meeting or at any convening or reconvening of the Annual Meeting following a postponement or adjournment of the Annual Meeting.
Stockholders or their legal proxy holders who wish to attend the Annual Meeting must preregister. Requests for preregistration must be received by us no later than 11:59 AM Eastern Time on May 8, 2026. For complete instructions for preregistering, see page 121 of this proxy statement.
On or about March 26, 2026, we mailed to our stockholders either 1) a copy of our proxy statement, a proxy card and 2025 Annual Report on Form 10-K or 2) a Notice of Internet Availability of Proxy Materials (Availability Notice), which indicates how to access the proxy materials on the internet. We believe furnishing proxy materials to our stockholders on the internet provides our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the distribution process.
By order of the Board of Directors,
Christopher A. Koster
| Secretary and General Counsel | St. Louis, Missouri |
|---|---|
| March 26, 2026 |
| How to Vote | |||
|---|---|---|---|
| Internet: www.ProxyVote.com | QR Code | ||
| Telephone: 1-800-690-6903 | Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope | Scan this QR code to vote with your mobile device | |
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on
May 12, 2026: The accompanying proxy statement and the 2025 Annual Report on Form 10-K are available at
www.ProxyVote.com.
| 6 | Table of Contents |
| Letter to Stockholders | 3 | |
|---|---|---|
| Notice of 2026 Annual Meeting of Stockholders | 5 | |
| Who We Are | 7 | |
| Company Overview | 8 | |
| 2025 Financial and Business Highlights | 8 | |
| Execution of Strategy | 9 | |
| Our Competitive Strengths | 10 | |
| Corporate Sustainability | 11 | |
| Proxy Summary | 14 | |
| Board Information | 14 | |
| 2025 Stockholder Engagement and Response | 17 | |
| Governance Highlights | 18 | |
| Executive Compensation Overview | 19 | |
| Compensation Best Practices | 21 | |
| Board and Governance Matters | 23 | |
| Proposal 1 - Election of Directors | 23 | |
| Board Overview | 24 | |
| 2026 Director Nominees | 28 | |
| Independence of Directors | 38 | |
| Director Nomination Process | 39 | |
| Stockholder Recommendations of Director Candidates | 39 | |
| Corporate Governance | 40 | |
| Corporate Governance Guidelines | 40 | |
| Proxy Access | 41 | |
| Board and Committee Structure | 42 | |
| Director Engagement | 48 | |
| Board Oversight of Risk Management | 50 | |
| Stockholder Engagement | 56 | |
| Other Governance Policies and Practices | 59 | |
| Related Party Transactions | 59 | |
| Compensation of Directors | 60 | |
| Executive Officers | 63 |
| Proposal 2 - Advisory Resolution to Approve Executive Compensation | 64 | |
| Executive Compensation | 65 | |
|---|---|---|
| Compensation Discussion and Analysis | 65 | |
| Compensation and Talent Committee Report | 94 | |
| Executive Compensation Tables | 95 | |
| Pay Versus Performance | 105 | |
| CEO to Median Employee Pay Ratio Information | 108 | |
| Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm | 109 | |
| Proposal 4 - Stockholder Proposal | 115 | |
| Security Ownership of Certain Beneficial Owners and Management | 118 | |
| Five Percent Beneficial Owners of Common Stock | 118 | |
| Delinquent Section 16(a) Reports | 119 | |
| Equity Compensation Plan Information | 120 | |
| Commonly Asked Questions and Answers About the Annual Meeting | 121 | |
| Other Matters | 126 | |
| Committee Reports | 126 | |
| Proxy Solicitation Costs | 126 | |
| Stockholder Proposals and Director Nominations | 126 | |
| Multiple Stockholders Having the Same Address | 127 | |
| Requests for Additional Information | 127 | |
| Forward-Looking Statements | 128 | |
| Appendix A - Reconciliation of Non-GAAP Measures | 130 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.