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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 16, 2022

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. ☐

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

On February 16, 2022, Director Robert C. Greving 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 term at the 2022 annual meeting of shareholders. His 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. Upon Mr. Greving's retirement, the size of the Board will be reduced to nine members.

Item 7.01.			Regulation FD Disclosure.

On February 16, 2022, CNO also announced that the Board had declared a dividend of $0.13 per share on the Company’s common stock, payable on March 24, 2022 to shareholders of record as of the close of business on March 10, 2022. In addition, on February 16, 2022, CNO announced that its annual meeting of shareholders will be held on May 19, 2022. 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 16, 2022.
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: February 16, 2022
			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 Declares Quarterly Dividend and

Announces Virtual Annual Meeting Date

Director Robert Greving to retire

CARMEL, Ind., February 16, 2022 – CNO Financial Group, Inc. (NYSE: CNO) announced today that its Board of Directors has declared a quarterly cash dividend of $0.13 per share on the company’s common shares. The dividend will be payable March 24, 2022, to shareholders of record at the close of business on March 10, 2022.

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 19, 2022. Holders of record at the close of business on March 21, 2022, will be able to participate in, vote, and submit questions during the virtual meeting.

CNO also announced that Robert Greving 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. Greving joined CNO's Board in May 2011 and serves as chair of the Audit and Enterprise Risk Committee and as a member of the Investment Committee and the Executive Committee.

“On behalf of CNO’s Board and management team, we thank Bob for his 11 years of service,” said Board Chair Dan Maurer. “CNO has been fortunate to have Bob’s strong leadership, steady counsel and sound judgment, and we extend our gratitude and best wishes to him in his retirement.”

Following Greving's retirement, the CNO Board will be comprised of nine directors, eight of whom are independent.

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 $36 billion in total assets. Our 3,400 associates, 4,500 exclusive agents and 4,700 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

[email protected]

CNO Investor Relations

Jennifer Childe

[email protected]

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