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 9, 2018

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))

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. ☐

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 9, 2018 (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
Gary C. Bhojwani	150,900,957	567,790	57,381	7,284,102
Ellyn L. Brown	150,238,925	1,231,761	55,442	7,284,102
Stephen N. David	150,895,925	258,057	372,146	7,284,102
Robert C. Greving	150,887,908	580,249	57,971	7,284,102
Mary R. (Nina) Henderson	149,945,626	1,522,540	57,962	7,284,102
Charles J. Jacklin	150,818,186	648,333	59,609	7,284,102
Daniel R. Maurer	150,903,437	565,705	56,986	7,284,102
Neal C. Schneider	146,672,920	4,795,914	57,294	7,284,102
Frederick J. Sievert	150,926,822	541,271	58,035	7,284,102

Proposal 2: Approval of the Employee Stock Purchase Plan.

For	Against	Abstain	Broker Non-Votes
150,320,905	663,486	541,737	7,284,102

Proposal 3: Approval of the Amended and Restated Section 382 Shareholder Rights Plan.

For	Against	Abstain	Broker Non-Votes
136,570,264	14,721,018	234,846	7,284,102

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, 2018.

For	Against	Abstain
155,304,855	3,415,279	90,096

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

For	Against	Abstain	Broker Non-Votes
81,631,067	69,228,112	666,949	7,284,102

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Item 7.01. Regulation FD.

On May 9, 2018, the Company issued a press release to announce: (i) the results of the voting at the Annual Meeting on the proposals described above; (ii) that the Company’s board of directors elected Dan Maurer as Chairman; and (iii) that its board of directors has declared a quarterly dividend of 10 cents per common share payable on June 25, 2018, to shareholders of record at the close of business on June 11, 2018. 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 9, 2018.

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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 9, 2018
	By:	/s/ John R. Kline
		John R. Kline
		Senior Vice President and Chief Accounting Officer

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EX-99.1

Exhibit 99.1

For Immediate Release

CNO Financial Group Names New Chairman of the Board and Announces Increase to Quarterly Dividend and Results of Annual Shareholders Meeting

CARMEL, Ind., May 9, 2018 - CNO Financial Group, Inc. (NYSE: CNO) reported today that the company’s board of directors has elected Daniel Maurer as chairman. Maurer joined the CNO Financial board in May 2015 and has served as a member of the Human Resources and Compensation Committee, and the Governance and Nominating Committee. Prior to joining the CNO board, he served in leadership roles at Intuit, Proctor & Gamble and Campbell Soup Company.

Neal Schneider is retiring as chairman, a role he has held since 2011, and will remain on the board.  

“I am honored to serve as chairman of the CNO board of directors,” said Maurer. “On behalf of the CNO board, I thank Neal for his dedicated leadership, and I look forward to working with him as CNO continues to provide insurance and financial solutions to middle-income working Americans and retirees.”

CNO also announced that its board of directors has approved a 11% increase in its quarterly dividend. The board declared a quarterly cash dividend of $0.10 per share on the company’s common shares, payable June 25, 2018, to shareholders of record at the close of business on June 11, 2018.

In addition, CNO announced that at the company's annual meeting earlier today, its shareholders:

• Elected nine directors (Gary Bhojwani, Ellyn Brown, Stephen David, Robert Greving, Mary (Nina) Henderson, Charles Jacklin, Daniel Maurer, Neal Schneider and Frederick Sievert) to serve terms expiring at next year's annual meeting.

• Approved the adoption of the company’s Employee Stock Purchase Plan

• Approved the adoption of the company’s Amended and Restated Section 382 Shareholder Rights Plan

• Ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2018.

• 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.

For further information: (News Media) Beth Hengeveld +1.312.396.7467 or (Investors) Adam Auvil +1.317.817.6310

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