8-K 1 form8-k05102019shareholder.htm 8-K Document



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 10, 2019

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 o

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. o

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




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 10, 2019 (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
 
144,626,861

 
630,729

 
95,932

 
6,711,668

Ellyn L. Brown
 
144,494,655

 
764,609

 
94,258

 
6,711,668

Stephen N. David
 
144,548,210

 
708,098

 
97,214

 
6,711,668

Robert C. Greving
 
145,150,963

 
106,755

 
95,804

 
6,711,668

Mary R. (Nina) Henderson
 
144,601,367

 
656,250

 
95,905

 
6,711,668

Charles J. Jacklin
 
144,644,785

 
611,633

 
97,104

 
6,711,668

Daniel R. Maurer
 
145,164,439

 
93,181

 
95,902

 
6,711,668

Neal C. Schneider
 
141,857,924

 
3,399,504

 
96,094

 
6,711,668

Frederick J. Sievert
 
144,707,815

 
549,603

 
96,104

 
6,711,668


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
144,217,912

 
1,123,275

 
12,335

 
6,711,668


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, 2019.

For
 
Against
 
Abstain
148,263,192

 
3,735,982

 
66,016


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

For
 
Against
 
Abstain
 
Broker Non-Votes
136,681,465

 
8,206,694

 
465,363

 
6,711,668








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Item 7.01.
Regulation FD.

On May 10, 2019, 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 11 cents per common share payable on June 24, 2019, to shareholders of record at the close of business on June 10, 2019. 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.





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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 10, 2019
 
 
 
By:
 
 
/s/ John R. Kline
 
 
 
John R. Kline
 
 
 
Senior Vice President and
Chief Accounting Officer
 
 
 

 


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