cno-20210507


Delaware	001-31792	75-3108137
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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))

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).

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. ☐

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:


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.


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

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.


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).

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


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


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


Proposal 1:			Election of Directors.


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


Item 8.01.			Other Events.


Item 9.01(d).			Financial Statements and Exhibits.