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): February 12, 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.)

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 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 5.02.			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2024, Director Stephen N. David informed the Board of Directors (the "Board") of CNO Financial Group, Inc. ("CNO" or the "Company") that he will retire from the Board upon completion of his current term at the 2024 annual meeting of shareholders. Mr. David’s decision to retire and not seek re-election to the Board was not based on any disagreement with the Company relating to its operations, policies or practices.


Item 7.01.			Regulation FD Disclosure.

On February 13, 2024, CNO also announced that the Board had declared a dividend of $0.15 per share on the Company’s common stock, payable on March 22, 2024 to shareholders of record as of the close of business on March 8, 2024. In addition, on February 13, 2024, CNO announced that its annual meeting of shareholders will be held on May 9, 2024. A copy of the press release announcing the foregoing items is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information contained in this Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.


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 dated February 13, 2024.
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: February 13, 2024
	By:	/s/ Michellen Wildin
		Michellen Wildin
		Senior Vice President and Chief Accounting Officer

Exhibit 99.1

News

For Immediate Release

CNO Financial Group Declares $0.15 Quarterly Dividend

and Announces Virtual Annual Meeting Date

Director Stephen David to retire

CARMEL, Ind., February 13, 2024 – CNO Financial Group, Inc. (NYSE: CNO) announced today that its Board of Directors has declared a quarterly cash dividend of $0.15 per share on the company’s common shares. The dividend will be payable March 22, 2024, to shareholders of record at the close of business on March 8, 2024.

The company announced that its annual meeting of shareholders will be held via a virtual, live webcast at 8:00 a.m. ET on May 9, 2024. Holders of record at the close of business on March 11, 2024, will be able to participate in, vote, and submit questions during the virtual meeting.

CNO also announced that Stephen David will retire from the company's Board of Directors at the conclusion of his current term, which ends upon the close of the annual meeting. David joined CNO's Board in 2017 and serves as a member of the Audit and Enterprise Risk Committee and of the Governance and Nominating Committee.

“On behalf of the Board of Directors and management team, we thank Steve for his seven years of dedicated service to CNO,” said Board Chair Dan Maurer. “Steve’s deep knowledge of strategic planning, sales and marketing, and technology have made meaningful contributions to CNO during his tenure. We are fortunate to have benefited from Steve’s leadership and counsel, and wish him the very best in his retirement.”

Following David’s retirement, the CNO Board will be comprised of eight directors. The other eight current directors have been nominated for re-election at the annual meeting.

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, Optavise 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 3,500 associates, 4,600 exclusive agents and more than 5,000 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

Adam Auvil

Adam.Auvil@CNOinc.com

- ### -

Cover Page	Feb. 12, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 12, 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	11825 North Pennsylvania 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
Rights to purchase Series E 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
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