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EX-99.1 - EXHIBIT 99.1 - CNO Financial Group, Inc.exhibit991-05042016shareho.htm





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 4, 2016



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 4, 2016 (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
Edward J. Bonach
 
162,078,938

 
1,092,523

 
307,496

 
7,052,682

Ellyn L. Brown
 
161,584,590

 
1,571,733

 
322,634

 
7,052,682

Robert C. Greving
 
162,130,189

 
1,039,345

 
309,423

 
7,052,682

Mary R. (Nina) Henderson
 
161,587,597

 
1,570,070

 
321,290

 
7,052,682

Charles J. Jacklin
 
162,128,257

 
1,028,910

 
321,790

 
7,052,682

Daniel R. Maurer
 
162,127,977

 
1,029,402

 
321,578

 
7,052,682

Neal C. Schneider
 
161,336,916

 
1,831,083

 
310,958

 
7,052,682

Frederick J. Sievert
 
162,133,155

 
1,020,374

 
325,428

 
7,052,682

Michael T. Tokarz
 
137,606,074

 
24,842,444

 
1,030,439

 
7,052,682


Proposal 2:
Approval of the Replacement NOL Protective Amendment to the Amended and Restated Certificate of Incorporation to preserve the value of tax net operating losses and certain other tax losses.

For
 
Against
 
Abstain
 
Broker Non-Votes
162,715,867

 
7,684,286

 
131,486

 


Proposal 3:
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016.

For
 
Against
 
Abstain
169,864,425

 
627,064

 
40,150


Proposal 4:
Approval by non-binding advisory vote of executive compensation.

For
 
Against
 
Abstain
 
Broker Non-Votes
161,267,373

 
1,195,685

 
1,015,899

 
7,052,682



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Item 7.01.
Regulation FD.

On May 4, 2016, 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 eight cents per common share payable on June 24, 2016, to shareholders of record at the close of business on June 10, 2016. 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 4, 2016.




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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 4, 2016
 
 
 
By:
 
 
/s/ John R. Kline
 
 
 
John R. Kline
 
 
 
Senior Vice President and
Chief Accounting Officer
 
 
 



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