Document
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UNITED STATES
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): May 8, 2020

CNO Financial Group, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
001-31792
75-3108137
(State or Other
Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
11825 North Pennsylvania Street
Carmel, Indiana  46032
(Address of Principal Executive Offices) (Zip Code)

(317) 817-6100
(Registrant's telephone number, including area code)

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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
CNO
 
New York Stock Exchange
Rights to purchase Series D Junior Participating Preferred Stock
 
 
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

1



Item 5.07.
Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of the shareholders of CNO Financial Group, Inc. (the "Company") on May 8, 2020 (the "Annual Meeting"), the Company's shareholders elected nine directors to serve terms expiring at next year's annual meeting and approved three other proposals. The results of the voting were as follows:

Proposal 1:
Election of Directors.

Name
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Gary C. Bhojwani
 
133,768,873

 
898,449

 
118,105

 
4,330,896

Ellyn L. Brown
 
133,099,056

 
1,568,535

 
117,836

 
4,330,896

Stephen N. David
 
133,711,963

 
703,575

 
369,889

 
4,330,896

David B. Foss
 
134,019,526

 
395,943

 
369,958

 
4,330,896

Robert C. Greving
 
134,298,470

 
377,895

 
109,062

 
4,330,896

Mary R. (Nina) Henderson
 
132,914,485

 
1,761,926

 
109,016

 
4,330,896

Charles J. Jacklin
 
133,755,769

 
911,926

 
117,732

 
4,330,896

Daniel R. Maurer
 
134,274,373

 
401,721

 
109,333

 
4,330,896

Frederick J. Sievert
 
134,051,738

 
624,252

 
109,437

 
4,330,896


Proposal 2:
Approval of the Company's Amended and Restated Long-Term Incentive Plan.

For
 
Against
 
Abstain
 
Broker Non-Votes
127,658,125

 
7,036,474

 
90,828

 
4,330,896


Proposal 3:
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2020.

For
 
Against
 
Abstain
135,315,385

 
3,226,360

 
574,578


Proposal 4:
Approval, by non-binding advisory vote, of the compensation of the Company's named executive officers.

For
 
Against
 
Abstain
 
Broker Non-Votes
127,960,103

 
6,243,054

 
582,270

 
4,330,896








2





Item 8.01.
Other Events.

On May 8, 2020, the Company issued a press release to announce: (i) the results of the voting at the Annual Meeting on the proposals described above; and (ii) that its board of directors has declared a quarterly dividend of 12 cents per common share payable on June 24, 2020, to shareholders of record at the close of business on June 10, 2020. A copy of the Company's press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01(d).
Financial Statements and Exhibits.

99.1

 







3




SIGNATURES

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.

 
CNO Financial Group, Inc.
 
 
Date: May 11, 2020
 
 
By:
/s/ John R. Kline
 
 
 
John R. Kline
 
 
 
Senior Vice President and
Chief Accounting Officer
 
 
 
 





4
 Exhibit


Exhibit 99.1

cnologopr.jpgNews

For Immediate Release




CNO Financial Group Announces Increase to Quarterly Dividend
and Results of Annual Shareholders Meeting
 

CARMEL, Ind., May 8, 2020 - CNO Financial Group, Inc. (NYSE: CNO) announced today that its board of directors has approved a cnologopr.jpgNews

For Immediate Release




CNO Financial Group Announces Increase to Quarterly Dividend
and Results of Annual Shareholders Meeting
 

CARMEL, Ind., May 8, 2020 - CNO Financial Group, Inc. (NYSE: CNO) announced today that its board of directors has approved a $0.01 per share increase in its quarterly dividend, its eighth consecutive annual increase. The board declared a quarterly cash dividend of $0.12 per share on the company’s common shares. The dividend will be payable June 24, 2020, to shareholders of record at the close of business on June 10, 2020.

In addition, CNO announced that at the company’s annual meeting earlier today, its shareholders:
•
Elected nine directors (Gary C. Bhojwani, Ellyn L. Brown, Stephen N. David, David B. Foss, Robert C. Greving, Mary R. (Nina) Henderson, Charles J. Jacklin, Daniel R. Maurer, and Frederick J. Sievert) to serve terms expiring at next year’s annual meeting.
•
Approved the company’s Amended and Restated Long-Term Incentive Plan.
•
Ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2020.
•
On a non-binding advisory basis, voted in favor of the compensation paid to the company’s named executive officers as disclosed in the proxy statement for the annual meeting.

For more information, visit CNO online at CNOinc.com.

For further information:

CNO News Media
Valerie Dolenga
(312) 396-7688
Valerie.Dolenga@CNOinc.com
  
CNO Investor Relations
Jennifer Childe
(312) 396-7755
Jennifer.Childe@CNOinc.com


- ### -



News

For Immediate Release




CNO Financial Group Announces Increase to Quarterly Dividend
and Results of Annual Shareholders Meeting
 

CARMEL, Ind., May 8, 2020 - CNO Financial Group, Inc. (NYSE: CNO) announced today that its board of directors has approved a $0.01 per share increase in its quarterly dividend, its eighth consecutive annual increase. The board declared a quarterly cash dividend of $0.12 per share on the company’s common shares. The dividend will be payable June 24, 2020, to shareholders of record at the close of business on June 10, 2020.

In addition, CNO announced that at the company’s annual meeting earlier today, its shareholders:
•
Elected nine directors (Gary C. Bhojwani, Ellyn L. Brown, Stephen N. David, David B. Foss, Robert C. Greving, Mary R. (Nina) Henderson, Charles J. Jacklin, Daniel R. Maurer, and Frederick J. Sievert) to serve terms expiring at next year’s annual meeting.
•
Approved the company’s Amended and Restated Long-Term Incentive Plan.
•
Ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2020.
•
On a non-binding advisory basis, voted in favor of the compensation paid to the company’s named executive officers as disclosed in the proxy statement for the annual meeting.

For more information, visit CNO online at CNOinc.com.

For further information:

CNO News Media
Valerie Dolenga
(312) 396-7688
Valerie.Dolenga@CNOinc.com
  
CNO Investor Relations
Jennifer Childe
(312) 396-7755
Jennifer.Childe@CNOinc.com


- ### -




In addition, CNO announced that at the company’s annual meeting earlier today, its shareholders:
•
Elected nine directors (Gary C. Bhojwani, Ellyn L. Brown, Stephen N. David, David B. Foss, Robert C. Greving, Mary R. (Nina) Henderson, Charles J. Jacklin, Daniel R. Maurer, and Frederick J. Sievert) to serve terms expiring at next year’s annual meeting.
•
Approved the company’s Amended and Restated Long-Term Incentive Plan.
•
Ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2020.
•
On a non-binding advisory basis, voted in favor of the compensation paid to the company’s named executive officers as disclosed in the proxy statement for the annual meeting.

For more information, visit CNO online at CNOinc.com.

For further information:

CNO News Media
Valerie Dolenga
(312) 396-7688
Valerie.Dolenga@CNOinc.com
  
CNO Investor Relations
Jennifer Childe
(312) 396-7755
Jennifer.Childe@CNOinc.com


- ### -




v3.20.1
Cover Page
May 08, 2020
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 08, 2020
Entity Registrant Name CNO Financial Group, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-31792
Entity Tax Identification Number 75-3108137
Entity Address, Address Line One 11825 North Pennsylvania Street
Entity Address, City or Town Carmel
Entity Address, State or Province IN
Entity Address, Postal Zip Code 46032
City Area Code 317
Local Phone Number 817-6100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001224608
Amendment Flag false
Common Stock, par value $0.01 per share  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol CNO
Security Exchange Name NYSE
Rights to purchase Series D Junior Participating Preferred Stock  
Document Information [Line Items]  
Title of 12(b) Security Rights to purchase Series D Junior Participating Preferred Stock
No Trading Symbol Flag true
Security Exchange Name NYSE