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, 2021

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
		
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
		
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
		
☐	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:

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. ☐

						
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, 2021 (the "Annual Meeting"), the Company's shareholders elected ten 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		123,978,510 			750,485 			45,006 			3,365,615 		
Ellyn L. Brown		122,191,767 			2,520,587 			61,647 			3,365,615 		
Stephen N. David		123,604,339 			1,107,742 			61,920 			3,365,615 		
David B. Foss		123,755,077 			957,203 			61,721 			3,365,615 		
Robert C. Greving	 	123,692,880 			1,020,084 			61,037 			3,365,615 		
Mary R. Nina Henderson		122,701,002 			2,010,466 			62,533 			3,365,615 		
Daniel R. Maurer		124,466,555 			246,399 			61,047 			3,365,615 		
Chetlur S. Ragavan		124,613,952 			98,340 			61,709 			3,365,615 		
Steven E. Shebik		124,630,503 			74,463 			69,035 			3,365,615 		
Frederick J. Sievert		123,000,865 			1,712,203 			60,933 			3,365,615 		

						
Proposal 2:	Approval, by non-binding advisory vote, of the executive compensation of the Company's named executive officers.	

																					
For	 	Against	 	Abstain		Broker Non-Votes	
120,497,451 			3,908,386 			368,164 			3,365,615 		

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

																					
For	 	Against	 	Abstain		Broker Non-Votes	
108,830,526 			15,911,536 			31,939 			3,365,615 		

						
Proposal 4:	Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2021.	

															
For	 	Against	 	Abstain	
125,192,386 			2,553,299 			393,931 		

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Item 8.01.	Other Events.	

On May 7, 2021, the Company issued a press release to announce: (i) that its Board of Directors approved an additional $500 million to repurchase the Company's outstanding common stock; (ii) that its Board of Directors declared a quarterly dividend of 13 cents per common share payable on June 24, 2021, to shareholders of record at the close of business on June 10, 2021; and (iii) the results of the voting at the Annual Meeting on the proposals described above. 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.	

The following materials are furnished as exhibits to this Current Report on Form 8-K:

99.1	Press release of CNO Financial Group, Inc. dated May 7, 2021.	
		
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).	

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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, 2021		
	By:	/s/ John R. Kline		
		John R. Kline		
		Senior Vice President and
Chief Accounting Officer		

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Exhibit 99.1

                             News

For Immediate Release

CNO Financial Group Announces Increase to Securities Repurchase Authorization, Increase to Quarterly Dividend and
Results of Annual Shareholder Meeting

CARMEL, Ind., May 7, 2021 – CNO Financial Group, Inc. (NYSE: CNO) announced today that its Board of Directors has approved an additional $500 million to repurchase the company’s outstanding common stock. At March 31, 2021, CNO had remaining repurchase capacity under its share repurchase program of approximately $169 million. The repurchase program is intended to be implemented through purchases made from time to time in the open market, through private transactions or by a tender offer, in accordance with Securities and Exchange Commission requirements. The amount and timing of the repurchases (if any) will be based on business and market conditions and other factors.

The company also announced today that its Board of Directors has approved a $0.01 per share increase in its quarterly dividend, its ninth consecutive annual increase. The Board declared a quarterly cash dividend of $0.13 per share on the company’s common shares. The dividend will be payable June 24, 2021, to shareholders of record at the close of business on June 10, 2021.

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

•Elected 10 directors (Gary C. Bhojwani, Ellyn L. Brown, Stephen N. David, David. B. Foss, Robert C. Greving, Mary R. Nina Henderson, Daniel R. Maurer, Chetlur S. Ragavan, Steven E. Shebik, and Frederick J. Sievert) to serve terms expiring at next year’s annual meeting.
•Approved, by non-binding advisory vote, the executive compensation of the company’s named executive officers as disclosed in the proxy statement for the annual meeting.
•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 2021.

About CNO Financial Group
CNO Financial Group, Inc. (NYSE: CNO) secures the future of middle-income America. CNO provides life and health insurance, annuities, financial services, and workforce benefits solutions through our family of brands, including Bankers Life, Colonial Penn and Washington National. Our customers work hard to save for the future, and we help protect their health, income and retirement needs with 3.2 million policies and $35 billion in total assets. Our 3,400 associates, 5,000 exclusive agents and 4,000 independent partner agents guide individuals, families and businesses through a lifetime of financial decisions. For more information, visit CNOinc.com.

For further information:

CNO News Media
Valerie Dolenga
Valerie.Dolenga@CNOinc.com
CNO Investor Relations
Jennifer Childe
Jennifer.Childe@CNOinc.com

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