-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N57dwFLAVwjZH4JlROPjINtKXSqOO2kgIoCGs4zaNO/dDtXL9CcdOyiB60PVul8g 9iM7JzUwd9yypyonoLTBjw== 0001224608-09-000024.txt : 20090513 0001224608-09-000024.hdr.sgml : 20090513 20090512183355 ACCESSION NUMBER: 0001224608-09-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090512 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090513 DATE AS OF CHANGE: 20090512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSECO INC CENTRAL INDEX KEY: 0001224608 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 753108137 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31792 FILM NUMBER: 09820109 BUSINESS ADDRESS: STREET 1: 11825 N PENNSYLVANIA ST CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 3178176100 MAIL ADDRESS: STREET 1: 11825 NORTH PENNSYLVANIA STREET CITY: CARMEL STATE: IN ZIP: 46032 8-K 1 cnc.txt FORM 8-K 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 12, 2009 CONSECO, INC. (Exact name of registrant as specified in its charter) Delaware 001-31792 75-3108137 - ---------------------- ---------------- -------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) organization) 11825 North Pennsylvania Street Carmel, Indiana 46032 - -------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (317) 817-6100 ------------------------- (Registrant's telephone number, including area code) Not Applicable ---------------- (Former name or former address, if changed since last report) 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)) Item 8.01. Other Events. On May 12, 2009, Conseco, Inc. (the "Company") issued a press release to announce preliminary results from its annual shareholder meeting. Based on preliminary results, our shareholders: re-elected eight directors and elected new director R. Keith Long to serve terms expiring at next year's annual meeting; approved adoption of a Section 382 Stockholders Rights Plan; approved the Company's Amended and Restated Long-Term Incentive Plan; and ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2009. 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. Financial Statements and Exhibits. (d) Exhibits 99.1 Press release of Conseco, Inc. 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. CONSECO, INC. May 12, 2009 By: /s/ John R. Kline ------------------------ John R. Kline Senior Vice President and Chief Accounting Officer EX-99 2 exhibit991.txt EXHIBIT 99.1 Exhibit 99.1 NEWS For Release Immediate Contacts (News Media) Tony Zehnder, Corporate Communications 312.396.7086 (Investors) Scott Galovic, Investor Relations 317.817.2893 Conseco announces preliminary results of shareholder vote: nine directors elected; adoption of stockholders rights plan approved; long-term incentive plan approved; independent registered public accounting firm ratified Carmel, Ind., May 12, 2009 - Conseco, Inc. (NYSE: CNO) announced preliminary results of voting at the company's annual meeting of shareholders today: o Eight directors have been re-elected and new director R. Keith Long has been elected - all to serve terms expiring at next year's annual meeting; o Adoption of a Section 382 Stockholders Rights Plan has been approved; o The company's Amended and Restated Long-Term Incentive Plan has been approved; and o The appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2009 has been ratified. Because of the proxy contest at this year's meeting, results of the vote will not be final and officially reported until approximately one week from today, when Corporate Election Services (the election inspector) has certified results. Based on preliminary results, the directors who have been elected are: o R. Glenn Hilliard, 66, Conseco's chairman; former chairman, chief executive officer and member of the executive committee for ING Americas; and a director since September 2003. o Donna A. James, 51, president and managing director of Lardon & Associates; a former executive with Nationwide Mutual Insurance Company and its public company subsidiary, Nationwide Financial Services, Inc.; and a director since May 2007. o R. Keith Long, 61, president and chief executive officer of Otter Creek Management. o Debra J. Perry, 58, managing member of Perry Consulting LLC; former senior managing director of Moody's Investors Service; and a director since June 2004. o C. James Prieur, 58, Conseco's chief executive officer; and a director since September 2006. o Neal C. Schneider, 64, chairman of PMA Capital Corp., former partner of Smart and Associates, LLP (business advisory and accounting firm) and independent consultant; former partner in charge of the Worldwide Insurance Industry Practice and the North American Financial Service Practice at Arthur Andersen & Co.; and a director since September 2003. o Michael T. Tokarz, 59, chairman of investment company MVC Capital, Inc.; managing member of Tokarz Group (venture capital investments); former general partner with Kohlberg Kravis Roberts & Co.; and a director since September 2003. o John G. Turner, 69, chairman of Hillcrest Capital Partners (private equity investment firm); former vice chairman and member of the executive committee for ING Americas; former chairman and CEO of ReliaStar Financial Corp.; and a director since September 2003. o Doreen A. Wright, 52, retired senior vice president and chief information officer of Campbell Soup Company; a former executive with Nabisco, Inc., Prudential Insurance Company and Bankers Trust Company; and a director since May 2007. Conseco, Inc.'s insurance companies help protect working American families and seniors from financial adversity: Medicare supplement, long-term care, cancer, heart/stroke and accident policies protect people against major unplanned expenses; annuities and life insurance products help people plan for their financial futures. For more information, visit Conseco's web site at www.conseco.com. - # # # # - -----END PRIVACY-ENHANCED MESSAGE-----