CENTENE CORP

The proposal requests that the Board adopt a formal policy (and amend governing documents as needed) to ensure two separate individuals hold the roles of Chairman of the Board and Chief Executive Officer, and that the Chairman be an independent director. It states that a lead director should not substitute for an independent chair and allows the Board to appoint a non-independent interim chair while seeking a permanent independent chair on an accelerated basis. The proposal may be phased in at the next CEO contract renewal or transition and argues that an independent chair would strengthen oversight, accountability and shareholder confidence. The submission also cites recent company financial and legal developments in 2025 as part of the rationale for adopting the change.