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): October 1, 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 5.02.

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

On October 1, 2024, the Board of Directors (the “Board”) of CNO Financial Group, Inc. (the “Company”) appointed Jessica A. Turner to serve as an independent director, increasing the size of the Board to nine members. Ms. Turner was also appointed to the Audit and Enterprise Risk Committee and the Governance and Nominating Committee of the Board.

Ms. Turner’s compensation will be consistent with the Company’s previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on March 27, 2024, under the heading “Board and Governance Matters—Director Compensation.” Ms. Turner’s compensation will be prorated to reflect the commencement date of her Board service. In addition, the Company expects to enter into an indemnification agreement with Ms. Turner in substantially the form filed as Exhibit 10.16 to its Annual Report on Form 10-K for the year ended December 31, 2008. Other than these standard arrangements, there are no arrangements or understandings between Ms. Turner and any other person pursuant to which she was appointed as a director. Ms. Turner is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the Company’s press release is attached hereto as Exhibit 99.1.

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 October 1, 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: October 1, 2024
	By:	/s/ Paul H. McDonough
		Paul H. McDonough
		Executive Vice President and Chief Financial Officer

Exhibit 99.1

For Immediate Release

CNO Financial Group Appoints Jess Turner to its Board of Directors

CARMEL, Ind., Oct. 1, 2024 – CNO Financial Group, Inc. (NYSE: CNO) announced today that its board of directors has appointed Jess Turner as a director, effective immediately. Turner is Executive Vice President and Global Head of Open Banking and API at Mastercard (NYSE: MA), a global technology company in the payments industry, and is a member of its Management Committee. Turner’s appointment increases the size of the CNO board to nine directors.

“We are very pleased to welcome Jess to CNO's board of directors,” said Board Chair Dan Maurer. “As a senior technology executive of a publicly traded company, Jess brings significant fintech, financial services and management experience to the board. Her expertise in tech-enabled customer experiences, digital product development and technology security will prove instrumental in the advancement of CNO’s strategic growth priorities.”

In her role as Executive Vice President and Global Head of Open Banking and API at Mastercard, Turner leads the development and build-out of new products and technologies to enable the future of open banking, while driving innovation with key partners across the ecosystem, including fintech companies and governments globally. Before this leadership position, she served as the Executive Vice President of New Digital Infrastructure and Fintech, where she led the strategy, design, development and commercialization of Mastercard’s blockchain, digital assets, crypto and open banking products.

In more than 18 years at Mastercard, she has been responsible for delivering both product and digital solutions and advancing the company’s inclusive growth strategy in North America. Prior to joining Mastercard, she led product development at Affinion Loyalty Group after beginning her career at Capital One.

Turner received a bachelor’s degree in business administration from the University of Miami.

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 $36 billion in total assets. Our 3,500 associates, 4,800 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	Oct. 01, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 01, 2024
Entity File Number	001-31792
Entity Registrant Name	CNO Financial Group, Inc.
Entity Central Index Key	0001224608
Entity Tax Identification Number	75-3108137
Entity Incorporation, State or Country Code	DE
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
Series D Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Rights to purchase Series F Junior Participating Preferred Stock
Trading Symbol	CNO
Security Exchange Name	NYSE
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CNO
Security Exchange Name	NYSE
A 5125 Subordinated Debentures Due 2060 [Member]
Document Information [Line Items]
Title of 12(b) Security	5.125% Subordinated Debentures due 2060
Trading Symbol	CNOpA
Security Exchange Name	NYSE