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 19, 2022
CNO Financial Group, Inc.
(Exact Name of Registrant as Specified in Charter)
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| 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 E Junior Participating Preferred Stock | | | | New York Stock Exchange |
| 5.125% Subordinated Debentures due 2060 | | CNOpA | | New York Stock Exchange |
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. ☐
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| 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 19, 2022 (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:
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| Proposal 1: | Election of Directors. |
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| Name | | For | | Against | | Abstain | | Broker Non-Votes |
| Gary C. Bhojwani | | 105,790,774 | | | 566,449 | | | 51,949 | | | 3,963,864 | |
| Ellyn L. Brown | | 102,558,087 | | | 3,798,945 | | | 52,140 | | | 3,963,864 | |
| Stephen N. David | | 104,093,239 | | | 2,263,971 | | | 51,962 | | | 3,963,864 | |
| David B. Foss | | 104,535,239 | | | 1,821,831 | | | 52,102 | | | 3,963,864 | |
| Mary R. (Nina) Henderson | | 104,916,960 | | | 1,442,547 | | | 49,665 | | | 3,963,864 | |
| Daniel R. Maurer | | 104,809,791 | | | 1,548,572 | | | 50,809 | | | 3,963,864 | |
| Chetlur S. Ragavan | | 105,920,113 | | | 437,884 | | | 51,175 | | | 3,963,864 | |
| Steven E. Shebik | | 105,916,523 | | | 441,945 | | | 50,704 | | | 3,963,864 | |
| Frederick J. Sievert | | 102,940,809 | | | 2,697,156 | | | 771,207 | | | 3,963,864 | |
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| Proposal 2: | Approval, by non-binding advisory vote, of the executive compensation of the Company's named executive officers. |
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| For | | Against | | Abstain | | Broker Non-Votes |
| 102,151,975 | | | 3,919,554 | | | 337,643 | | | 3,963,864 | |
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| Proposal 3: | Approval of the Company's Amended and Restated Certificate of Incorporation to include the replacement NOL protective amendment to preserve value of tax net operating losses and certain other tax losses. |
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| For | | Against | | Abstain | | Broker Non-Votes |
| 94,294,053 | | | 12,058,811 | | | 56,308 | | | 3,963,864 | |
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| Proposal 4: | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022. |
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| For | | Against | | Abstain |
| 106,978,267 | | | 3,316,234 | | | 78,535 | |
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| Item 9.01(d). | Financial Statements and Exhibits. |
The following materials are furnished as exhibits to this Current Report on Form 8-K:
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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| CNO Financial Group, Inc. |
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| Date: May 19, 2022 | |
| By: | /s/ John R. Kline | |
| | John R. Kline | |
| | Senior Vice President and Chief Accounting Officer | |
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