CNO Financial (CNO) 8-K Amendments to Articles of Incorporation or Bylaws

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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 11, 2010

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)

Conseco, Inc.

(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:

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 11, 2010, the Board of Directors (the “Board”) of CNO Financial Group, Inc. (the “Company”) amended the Company’s Bylaws to reflect the change of the Company’s name, which was approved by shareholders at the Company’s annual meeting on May 11, 2010 (the "Annual Meeting") and became effective on May 11, 2010.  The Amended and Restated Bylaws of the Company are filed herewith as Exhibit 3.2.

At the Annual Meeting, the shareholders approved amendments (the “Charter Amendments”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to (i) change the Company’s name to “CNO Financial Group, Inc.” and (ii) to add a new ARTICLE FIFTEEN to preserve the value of the Company’s net operating losses.  Information regarding the Charter Amendments is set forth in the Company’s proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 14, 2010, and the Amendment thereto filed with the SEC on April 27, 2010, which descriptions are incorporated herein by reference.  The Amended and Restated Certificate of Incorporation of the Company is filed herewith as Exhibit 3.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting on May 11, 2010, the Company’s shareholders elected 10 directors to serve terms expiring at next year’s annual meeting.  The results of the voting were as follows:

Name	For		Against		Abstain		Broker Non-Votes
R. Glenn Hilliard		159,807,240		23,568,907		98,184		31,137,242
Donna A. James		164,066,124		19,301,040		107,167		31,137,242
R. Keith Long		179,381,047		4,004,885		88,399		31,137,242
Charles W. Murphy		180,719,756		2,660,923		93,652		31,137,242
Debra J. Perry		163,777,486		19,590,229		106,616		31,137,242
C. James Prieur		180,662,757		2,702,670		108,904		31,137,242
Neal C. Schneider		128,529,087		54,850,679		94,565		31,137,242
Michael T. Tokarz		153,175,166		30,202,893		96,272		31,137,242
John G. Turner		128,302,838		55,076,564		94,929		31,137,242
David K. Zwiener		180,559,663		2,817,014		97,654		31,137,242

Proposal 2: Approval of Amendment to Amended and Restated Certificate of Incorporation to Change Company Name.

For		Against		Abstain
	214,219,016		227,380		165,177

Proposal 3: Approval of Amendment to Amended and Restated Certificate of Incorporation to Preserve Value of Net Operating Losses.

For		Against		Abstain		Broker Non-Votes
	172,154,557		11,195,725		124,049		31,137,242

Proposal 4: Approval of the Company’s 2010 Pay for Performance Incentive Plan.

For		Against		Abstain		Broker Non-Votes
	180,290,909		3,028,691		154,731		31,137,242

Proposal 5: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

For		Against		Abstain
	209,621,481		4,823,065		167,027

Item 8.01. Other Events.

On May 11, 2010, the Company issued a press release to announce results from its Annual Meeting.  Our shareholders:  approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, changing the Company’s name to CNO Financial Group, Inc.; elected 10 directors (R. Glenn Hilliard, Donna A. James, R. Keith Long, Charles W. Murphy, Debra J. Perry, C. James Prieur, Neal C. Schneider, Michael T. Tokarz, John G. Turner and David K. Zwiener) to serve terms expiring at next year’s annual meeting; approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to preserve the value of net operating losses; approved the Company’s 2010 Pay for Performance Incentive Plan; and ratified the appointment of PricewaterhouseCoopers LLP as the Company 217;s independent registered public accounting firm for the fiscal year ending December 31, 2010.  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.

3.1 Amended and Restated Certificate of Incorporation of CNO Financial Group, Inc.

3.2 Amended and Restated Bylaws of CNO Financial Group, Inc.

4.1 Form of Stock Certificate of CNO Financial Group, Inc.

99.1 Press release of CNO Financial Group, Inc. dated May 11, 2010.

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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 12, 2010
	By:	/s/ John R. Kline
		John R. Kline
		Senior Vice President and Chief Accounting Officer

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