Form 8-K CNO Financial Group, For: May 06

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May 6, 2015 4:12 PM EDT




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 6, 2015



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:

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






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 6, 2015 (the "Annual Meeting"), the Company's shareholders elected nine directors to serve terms expiring at next year's annual meeting and approved four other proposals. The results of the voting were as follows:

Proposal 1:
Election of Directors.

Name
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Edward J. Bonach
 
176,337,638

 
1,318,094

 
154,876

 
9,928,932

Ellyn L. Brown
 
175,985,718

 
1,665,120

 
159,770

 
9,928,932

Robert C. Greving
 
176,330,819

 
1,320,775

 
159,014

 
9,928,932

Mary R. (Nina) Henderson
 
175,664,649

 
1,986,094

 
159,865

 
9,928,932

Charles J. Jacklin
 
176,133,893

 
1,518,371

 
158,344

 
9,928,932

Daniel R. Maurer
 
176,134,476

 
1,517,882

 
158,250

 
9,928,932

Neal C. Schneider
 
175,424,181

 
2,228,176

 
158,251

 
9,928,932

Frederick J. Sievert
 
176,334,510

 
1,317,849

 
158,249

 
9,928,932

Michael T. Tokarz
 
153,445,623

 
24,206,594

 
158,391

 
9,928,932


Proposal 2:
Approval of the adoption of the Amended and Restated Section 382 Shareholder Rights Plan.

For
 
Against
 
Abstain
 
Broker Non-Votes
166,472,366

 
11,126,537

 
211,705

 
9,928,932


Proposal 3:
Approval of the adoption of the 2015 Pay for Performance Incentive Plan.

For
 
Against
 
Abstain
 
Broker Non-Votes
175,675,046

 
1,910,352

 
225,210

 
9,928,932


Proposal 4:
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015.

For
 
Against
 
Abstain
187,073,497

 
459,500

 
206,543


Proposal 5:
Approval by non-binding advisory vote of executive compensation.

For
 
Against
 
Abstain
 
Broker Non-Votes
175,762,081

 
1,740,409

 
308,118

 
9,928,932



2




Item 7.01.
Regulation FD.

On May 6, 2015, the Company issued a press release to announce: (i) 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 seven cents per common share payable on June 24, 2015, to shareholders of record at the close of business on June 10, 2015. 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

 
Press release of CNO Financial Group, Inc. dated May 6, 2015.




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 6, 2015
 
 
 
By:
 
 
/s/ John R. Kline
 
 
 
John R. Kline
 
 
 
Senior Vice President and
Chief Accounting Officer
 
 
 



4



Exhibit 99.1
For Immediate Release
Contact:
(News Media) Jennifer Born +1.312.396.7089
 
(Investors) Erik Helding +1.317.817.4760


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

CARMEL, Ind., May 6, 2015 - CNO Financial Group, Inc. (NYSE: CNO) announced that its board of directors has approved a 17% increase in its quarterly dividend. The board declared a quarterly cash dividend of $0.07 per share on the Company’s common shares, payable June 24, 2015, to shareholders of record at the close of business on June 10, 2015.
CNO also announced today that shareholders at the company's annual meeting earlier today:
•
Elected nine directors (Edward Bonach, Ellyn Brown, Robert Greving, Mary (Nina) Henderson, Charles Jacklin, Daniel Maurer, Neal Schneider, Frederick Sievert and Michael Tokarz) to serve terms expiring at next year's annual meeting.
•
Approved the adoption of the Amended and Restated Section 382 Shareholder Rights Plan.
•
Approved the adoption of the 2015 Pay for Performance Incentive Plan.
•
Ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2015.
•
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.

About CNO Financial Group
CNO Financial Group, Inc. (NYSE: CNO) is a holding company.  Our insurance subsidiaries - principally Bankers Life and Casualty Company, Colonial Penn Life Insurance Company and Washington National Insurance Company - primarily serve middle-income pre-retiree and retired Americans by helping them protect against financial adversity and provide for a more secure retirement.  For more information, visit CNO online at www.CNOinc.com.



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