Centene Corporation (CNC) Earnings Call Transcript & Summary

Good day, and welcome to the Centene Corporation 2022 Annual Meeting of Stockholders. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Sarah London, Chief Executive Officer. Please go ahead.

Thank you. Good morning. We are calling to order the 2022 Annual Meeting of Stockholders of Centene Corporation. I am Sarah London, Centene's Chief Executive Officer, and I will chair today's meeting. Chris Koster, our Executive Vice President, Secretary and General Counsel, will serve as Secretary of the meeting. We are pleased to welcome the stockholders attending the meeting here at our headquarters in St. Louis, Missouri as well as those listening to the meeting via our webcast. Regarding our agenda for today, I first will introduce members of our Board of Directors who are here today. Second, we will present 6 matters for the consideration of and vote by the stockholders. These matters are described in our proxy statement. Third, we will announce preliminary voting results and conclude the meeting. I would now like to introduce the other members of the Board of Directors who are in attendance today. With us are Orlando Ayala, Jessica Blume, Ken Burdick, Chris Coughlin, James Dallas, Wayne DeVeydt, Frederick Eppinger, Dick Gephardt, Lori Robinson, Ted Samuels, and Bill Trubeck. In addition, I am pleased to welcome the members of Centene's senior management team who are with us today. Finally, I would like to welcome Dan Rockwood from KPMG, our independent registered public accounting firm. Now I will turn the meeting over to Chris.

Thank you, Sarah, and good morning, everyone. For those of you here in St. Louis, an agenda and rules of conduct for this meeting were provided to you today when you arrived. To ensure the conduct of an orderly meeting, we ask that participants abide by these rules. As stated in the rules of conduct, stockholders should not address the meeting until recognized by me. Should you desire to ask a question or speak during the meeting, please raise your hand. After being recognized by me, first, identify yourself and your status as a stockholder or a representative of a stockholder, and then please provide your comment or ask your question. Questions and comments must be germane to the business agenda of today's meeting. As stated in the rules of conduct, the company does not intend to address questions outside the scope of today's business agenda, to address issues related to material nonpublic information of the company, issues related to personal grievances or repetitious statements provided or previously made by another shareholder. If you have questions that are outside the scope of today's proxy agenda, we will be happy to arrange for you to speak with the company representative at an appropriate time following the meeting. I would like to introduce Nancy Hoffman of CT Hagberg LLC, who has been appointed to act as Inspector of Election for this meeting. Nancy, there you are. The Inspector of Election has reported that the holders of more than 50% of the outstanding shares of our common stock are present at the meeting in person or by proxy. Therefore, we do have a quorum this morning, and this meeting has, therefore, been duly convened for the purpose of transacting such business as may come before and the polls are now open. Regarding the 6 matters being presented to stockholders for consideration, the voting requirements for each proposal are set forth in the proxy statement. Voting during the meeting will be by ballot or by submission of a previously issued proxy card. If you've already voted by proxy, your vote has already been counted. You need not submit your vote today unless you wish to change your vote. We request that any stockholder present today who needs a ballot, please raise your hand now so that we can distribute one to you. Does anyone require a ballot? Seeing none. We will announce the preliminary vote on the proposals following the collection of ballots and proxy cards after the presentation of all proposals. The Inspector of Election has affidavits of distribution, certifying the packages, including the proxy statement, notice of the annual meeting and accompanying materials were distributed to each stockholder of record commencing on March 14, 2022. As of the record date, 582,875,035 shares of common stock were issued and outstanding. The first matter for stockholder consideration is the election of 5 Class III directors. The Board has nominated the following individuals to serve as Class III directors for 3 terms until the 2025 Annual Meeting of Stockholders, Orlando Ayala, Kenneth A. Burdick; H. James Dallas; Sarah M. London and Theodore R. Samuels. The Board recommends a vote for each nominee. The second proposal is an advisory vote on the compensation of the company's named executive officers. The proposal is commonly known as say-on-pay, and the Board recommends a vote for this proposal. The third proposal is to ratify the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2022. The Board recommends a vote for this proposal. The fourth proposal is to amend the company's amended and restated Certificate of Incorporation to declassify the Board of Directors. The Board recommends a vote for this proposal. The fifth proposal is a Board-sponsored advisory vote regarding the right of stockholders to call a special stockholder meeting. The Board recommends a vote for this proposal. The sixth proposal is a stockholder-sponsored advisory vote regarding the right of stockholders to call a special stockholders meeting. This proposal is sponsored by Mr. John Chevedden, a beneficial owner of 100 shares of the company's common stock. In attendance, by phone at today's meeting, to present this proposal is Mr. Chevedden. Operator, if you please unmute Mr. Chevedden's line.

Your line is now unmuted.

This is John Chevedden. Can you hear me okay?

Yes, sir, you may proceed.

Proposal 6, shareholder right to call for a special shareholder meeting. Those ask our Board to take the steps necessary to amend the governing documents to give the owners of a combined 10% of our outstanding common stock to power to call a special shareholder meeting. One of the main purposes of this proposal is to give shareholders the right to formally participate in calling for a special shareholder meeting regardless of their length of stock ownership. Centene shareholders now have no right to call a special shareholder meeting in spite of this being a widespread right for shareholders at hundreds of S&P 500 companies. Proposal 6 asks for this right for the owners of 10% of Centene's stock. In response to a proposal like this proposal 6, a number of companies have put restrictions on this right that can make this right moot. For instance, excluding shareholders who own their stock through a broker and making shareholders wait a year to call a special meeting when a special meeting implies urgency. This proposal 6 is also a reason to vote against management's proposal 5, which is the blank check management proposal on the same topic. Proposal 5 is a blind check management proposal because it does not tell Centene shareholders whether or not they are voting for these 2 major restrictions or other restrictions that can make the special meeting right moot. Ms. Jessica Blume, Chair of the Governance Committee, originally deserves an against vote for putting a blank check management proposal on the ballot to oppose a detailed shareholder proposal on the same topic, but we cannot vote against Ms. Blume because she was elected to a 3-year term in 2021. It's also important to have a shareholder right to call a special shareholder meeting to be able to elect a new director, Mr. David Steward, who was on the management pay committee received up to 60x the negative votes of other Centene directors in 2021. And management pay was rejected by 37% of Centene's shares in 2021 when a 5% rejection is the norm. Plus management fails to address the fact that the objective of a special shareholder meeting could be to accept a premium offer for our stock that could involve a 33% premium over market price. Instead, a restricted version of this proposal like management proposal 5 could preclude the possibility of a special meeting to accept a 33% premium for our stock. Please vote, yes, shareholder right to call for a special shareholder meeting proposal 6.

Thank you, Mr. Chevedden. We appreciate your interest in our company. For reasons disclosed in the company's proxy statement, the Board recommends a vote against this proposal. As no other matters have been submitted to the company for vote as provided under the advance notice provisions of the bylaws, this concludes the matters to be voted on at this meeting. If a stockholder has a question regarding 1 of the proposals to be voted upon today or about casting their vote, please raise your hand. Yes, sir.

Mr. Chair. My name is Kevin Haynes. I represent the Carpenters Pension Fund. Collectively, we have assets of [ $60 billion ] and we hold 672,800 shares of the company's common stock. I would like to first express our sincere condolences to the family and colleagues on the time and the death of Michael Neidorff. His thoughtful decades of long leadership for Centene Corporation provided many working carpenters and their families with considerable value on the retirement funds. We appreciate the work of the Audit Committee overseeing the quality and independence of KPMG's work. U.S. Securities and Exchange Commission has issued a proposal for the climate-related disclosures in values corporation disclosure documents, including audited financial statements. If the audited, the disclosures will explain the oversight -- expand the oversight responsibilities of the audit committees generally, which raises a concern as the climate-related disclosures moves from voluntary disclosures to demanding regulatory requirements, how does the board or the audit committee see the committee's role involving -- evolving to effectively handle its expanding responsibilities? Thank you.

Thank you for your question. The company has invested a great deal of energy and resources in ESG governance issues. Matt Schneider, who leads our compliance department, has a team of people who work on these issues each day. And if you look at our public disclosures, you'll see on a number of the issues that you just raised, we are pursuing best-in-class responses to those types of issues. The Board of Directors has also recently established an ESG, environmental, social governance committee that oversees these issues. And so while we appreciate your question, we want you to be assured that our efforts in these regards are at the top of our agenda list, and we look forward to improving along with the rest of corporate America in the coming years. Thank you. We now request that any stockholder voting today by ballot or via a proxy card to please raise your hand so that the attendance may collect documents. If you -- again, if you've already voted by proxy, you need not to vote today unless you wish to change your vote. I see no hands raised. As we now have all the proxies and the ballots, I declare the polls closed. The proxies and ballots will be held in the possession of the Inspector of Election. The Inspector of Election has provided us with a preliminary tabulation of the votes today. With respect to the first proposal, each of the director nominees has been elected by a majority of the votes cast at the meeting. The advisory proposal on compensation of the company's named executive officers has not been approved by a majority of the votes cast by the shares presented or represented by proxy at the meeting and entitled to vote on this proposal. The proposal to ratify the appointment of KPMG as our independent public accounting firm for 2022 has been approved by a majority of the votes cast by the shares present or represented by proxy and entitled to vote on the proposal at this meeting. The proposal to amend the company's amended and restated certificate of incorporation to declassify the Board of Directors has been approved by the vote of a majority of the shares outstanding as of the record date. The Board-sponsored proposal regarding the right of stockholders to call a special meeting of stockholders has not been approved by a majority of the votes cast by the shares present or represented by proxy at the meeting and entitled to vote on this proposal. The stockholder sponsored proposal regarding the right of stockholders to call a special meeting of stockholders has been approved by a majority of the votes cast by the shares present or represented by proxy at the meeting and entitled to vote on this proposal. The final tabulation of the votes will be published on our website and by filing of a Form 8-K with the SEC on or before May 2, 2022. As there is no other business to come before this meeting, the '22 Annual Meeting of Stockholders is adjourned. Thank you for joining us this morning.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.