Form 8-K - Current report

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 9, 2024

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.)

11299 Illinois 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 F 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.

On May 9, 2024, CNO Financial Group, Inc. (the "Company") held its 2024 Annual Meeting of Shareholders at which the Company’s shareholders voted on the four proposals below, as further described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2024 (the "Proxy Statement"). Voting results for each proposal are set forth below.


Proposal 1:			The eight nominees to serve as directors of the Company were elected, each for a one-year term expiring at the Company’s 2025 annual meeting of shareholders and until his or her successor is duly elected and qualified. Voting results were as follows:


Name	For	Against	Abstentions	Broker Non-Votes
Gary C. Bhojwani	96,973,795	529,535	195,415	3,348,762
Archie M. Brown	94,514,441	2,990,296	194,008	3,348,762
David B. Foss	81,061,820	16,442,909	194,016	3,348,762
Mary R. (Nina) Henderson	94,426,098	3,077,945	194,702	3,348,762
Adrianne B. Lee	95,212,864	2,291,934	193,947	3,348,762
Daniel R. Maurer	94,198,799	3,306,000	193,946	3,348,762
Chetlur S. Ragavan	97,355,352	150,066	193,327	3,348,762
Steven E. Shebik	97,376,533	128,305	193,907	3,348,762


Proposal 2:			The proposal to approve, by non-binding advisory vote, the executive compensation of the Company’s named executive officers disclosed in the Proxy Statement was approved. Voting results were as follows:


For	Against	Abstentions	Broker Non-Votes
91,226,994	5,996,916	474,835	3,348,762


Proposal 3:			The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024 was approved. Voting results were as follows:


For	Against	Abstentions
96,521,245	4,281,960	244,302


Proposal 4:			The proposal to approve the adoption of the Amended and Restated Section 382 Shareholder Rights Plan was approved. Voting results were as follows:


For	Against	Abstentions	Broker Non-Votes
88,053,358	9,470,690	174,697	3,348,762


Item 9.01(d).			Financial Statements and Exhibits.

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


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.


	CNO Financial Group, Inc.

Date: May 9, 2024
	By:	/s/ Michellen A. Wildin
		Michellen A. Wildin
		Senior Vice President and Chief Accounting Officer

Cover Page	May 09, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 09, 2024
Entity Registrant Name	CNO Financial Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31792
Entity Tax Identification Number	75-3108137
Entity Address, Address Line One	11299 Illinois Street
Entity Address, City or Town	Carmel
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46032
City Area Code	317
Local Phone Number	817-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001224608
Amendment Flag	false
Common Stock, par value $0.01 per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CNO
Security Exchange Name	NYSE
5.125% Subordinated Debentures due 2060
Document Information [Line Items]
Title of 12(b) Security	5.125% Subordinated Debentures due 2060
Trading Symbol	CNOpA
Security Exchange Name	NYSE
Rights To Purchase Series F Junior Participating Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Rights to purchase Series F Junior Participating Preferred Stock
No Trading Symbol Flag	true
Security Exchange Name	NYSE