Centene (CNC) Proxy filing summary

Executive summary

• 2025 was a year of significant disruption, with volatility in Medicaid trends and a major shift in Marketplace risk pool, leading to a lowered financial outlook and a full-year adjusted diluted EPS of $2.08, but improved execution in Q4 slightly exceeded revised expectations.

• Strategic priorities for 2026 include strengthening agility, deepening operational focus, and investing in modernization, with a focus on technology, data analytics, and fraud prevention.

• For 2026, the company expects margin stabilization in Medicaid, recovery in Marketplace margins, and progress toward breakeven in Medicare Advantage, targeting adjusted diluted EPS above $3.00, over 40% year-over-year growth.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of nine directors, (2) advisory vote on executive compensation, (3) ratification of KPMG LLP as independent auditor, and (4) a shareholder proposal for an independent board chairman, which the Board recommends voting against.

• The Board recommends voting FOR all director nominees, FOR executive compensation, FOR auditor ratification, and AGAINST the shareholder proposal.

Board of directors and corporate governance

• The Board consists of nine nominees, 78% independent, with a median tenure of 4.2 years and 56% gender or racially/ethnically diverse.

• Board refreshment has been ongoing, with significant changes since 2020, including new independent directors and committee rotations.

• The Board has a mandatory retirement age of 75 and targets a maximum committee chair tenure of seven years.

• Board committees include Audit and Compliance, Compensation and Talent, Governance, and Quality, all chaired by independent directors.

• Governance practices include annual director elections, majority voting, proxy access, no poison pill, and strong stockholder rights.