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 7, 2014



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))







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 7, 2014 (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
Edward J. Bonach
 
197,108,626

 
340,443

 
193,557

 
11,667,291

Ellyn L. Brown
 
196,675,459

 
775,116

 
192,051

 
11,667,291

Robert C. Greving
 
197,124,435

 
325,281

 
192,910

 
11,667,291

Mary R. (Nina) Henderson
 
196,669,770

 
780,115

 
192,741

 
11,667,291

R. Keith Long
 
197,147,456

 
349,409

 
145,761

 
11,667,291

Neal C. Schneider
 
196,660,226

 
790,095

 
192,305

 
11,667,291

Frederick J. Sievert
 
197,116,875

 
330,705

 
195,046

 
11,667,291

Michael T. Tokarz
 
168,588,110

 
28,854,029

 
200,487

 
11,667,291

John G. Turner
 
197,053,828

 
395,878

 
192,920

 
11,667,291


Proposal 2:
Reapproval of the material terms of the performance goals under the Company's Amended and Restated Long-Term Incentive Plan.

For
 
Against
 
Abstain
 
Broker Non-Votes
194,814,581

 
2,602,913

 
225,132

 
11,667,291


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, 2014.

For
 
Against
 
Abstain
208,646,857

 
401,188

 
261,872


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

For
 
Against
 
Abstain
 
Broker Non-Votes
195,818,343

 
1,582,790

 
241,493

 
11,667,291



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Item 7.01.
Regulation FD.

On May 7, 2014, the Company issued a press release to announce: (i) 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 six cents per common share payable on June 24, 2014, to shareholders of record at the close of business on June 10, 2014. 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 7, 2014.




3






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 7, 2014
 
 
 
By:
 
 
/s/ John R. Kline
 
 
 
John R. Kline
 
 
 
Senior Vice President and
Chief Accounting Officer
 
 
 



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