cno-202302140001224608falsetrue00012246082023-02-142023-02-140001224608us-gaap:CommonStockMember2023-02-142023-02-140001224608cno:RightsToPurchaseSeriesEJuniorParticipatingPreferredStockMember2023-02-142023-02-140001224608cno:A5125SubordinatedDebenturesDue2060Member2023-02-142023-02-14
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 14, 2023
CNO Financial Group, Inc.
(Exact Name of Registrant as Specified in Charter)
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 14, 2023, Directors Ellyn L. Brown and Frederick J. Sievert independently informed the Board of Directors (the "Board") of CNO Financial Group, Inc. ("CNO" or the "Company") that each will retire from the Board upon completion of their respective terms at the 2023 annual meeting of shareholders. Each person'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.
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| Item 7.01. | Regulation FD Disclosure. |
On February 14, 2023, the Board nominated Archie M. Brown and Adrianne B. Lee for election as Directors at the 2023 annual meeting of shareholders. A copy of the press release announcing the foregoing items is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On February 15, 2023, CNO also announced that the Board had declared a dividend of $0.14 per share on the Company’s common stock, payable on March 24, 2023 to shareholders of record as of the close of business on March 10, 2023. In addition, on February 15, 2023, CNO announced that its annual meeting of shareholders will be held on May 10, 2023. A copy of the press release announcing the foregoing items is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information contained in this Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) 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.
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| Item 9.01(d). | Financial Statements and Exhibits. |
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| 99.1 | |
| 99.2 | |
| 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.
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| CNO Financial Group, Inc. |
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| Date: February 15, 2023 | |
| By: | /s/ John R. Kline | |
| | John R. Kline | |
| | Senior Vice President and Chief Accounting Officer | |
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News
For Immediate Release
CNO Financial Group Nominates Archie Brown and Adrianne Lee
to its Board of Directors,
Directors Ellyn Brown and Fred Sievert to Retire
CARMEL, Ind., February 15, 2023 -- CNO Financial Group, Inc. (NYSE: CNO) today announced
that its Board of Directors has nominated Archie Brown and Adrianne Lee as directors to stand for election at the company’s May 10, 2023, annual meeting. (as announced here)
“We are very pleased to announce the nominations of Archie and Adrianne to stand for election to the CNO Board of Directors,” said Board Chair Dan Maurer. “As the chief executive officer for a publicly traded U.S. bank, Archie has significant finance, business line management, and risk and regulatory experience in delivering financial services to both individual consumers and businesses. Adrianne is a proven chief financial officer for a publicly traded e-commerce retailer with deep knowledge of financial planning, accounting, and internal audit as well as technology and online shopping expertise cultivated over her career at blue-chip brands.”
Chief Executive Officer Gary C. Bhojwani added, “With their executive management backgrounds at publicly traded companies and experience with differentiated distribution that serves customers in-person, virtually and online, Archie and Adrianne will add valuable perspectives to the CNO Board as we continue to execute on our growth priorities.”
Archie Brown, 62, is president and chief executive officer of First Financial Bancorp (Nasdaq: FFBC) and president and chief executive officer of First Financial Bank, Bancorp's lead bank, positions he has held since 2018. Previously, he served as president and chief executive officer of MainSource Financial from 2008 to 2018, and as its board chair from 2011 to 2018. During his nearly 40-year career in banking, Brown has held executive leadership positions in branch management, region management, bank operations, business development, commercial banking, small business, and consumer lending. He received a bachelor’s degree in business administration from the University of Georgia and a Master of Business Administration from Xavier University.
Adrianne Lee, 45, is chief financial officer of Overstock.com, Inc. (Nasdaq: OSTK), a position she has held since 2020. Prior to joining Overstock.com, she served as senior vice president and chief financial officer for Hertz Corporation’s North American Rental Car unit from 2018 to 2020 and prior to that was the vice president of global financial planning, analysis, and corporate development. Lee held several roles in finance, strategic planning, accounting, financial reporting, investor relations, and audit at Best Buy, PepsiCo, Allianz Life and PricewaterhouseCoopers. She received a bachelor’s degree in business administration with a concentration in accounting from the University of St. Thomas in St. Paul, Minnesota.
CNO also announced that Ellyn Brown and Fred Sievert have decided to retire from the company's Board of Directors at the conclusion of their current terms, which end upon the close of the annual meeting. Brown joined CNO's Board in May 2012 and serves as chair of the Governance and Nominating Committee and as a member of the Human Resources and Compensation Committee. Sievert joined CNO's Board in May 2011 and is a member of the Governance and Nominating Committee. He is also a current member and a past chair of the Human Resources and Compensation Committee. Ellyn Brown is no relation to Archie Brown.
“On behalf of the Board of Directors and management team, we thank Ellyn and Fred for their leadership and sage counsel over many years of service to CNO,” said Board Chair Dan Maurer. “Ellyn brought an experienced finance, governance, and regulatory perspective to the Board and we greatly benefited from Fred’s vast expertise in insurance and captive agent distribution. We remain grateful to both Ellyn and Fred for their stewardship and commitment to CNO and our stakeholders.”
Archie Brown and Adrianne Lee are nominated to fill the vacancies resulting from the retirements of Ellyn Brown and Fred Sievert, effective at the annual meeting. The other seven current directors have been nominated for re-election at the 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 $33 billion in total assets. Our 3,400 associates, 4,300 exclusive agents and 4,000 independent partner agents guide individuals, families and businesses through a lifetime of financial decisions. For more information, visit CNOinc.com.
For further information:
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News
For Immediate Release
CNO Financial Group Declares $0.14 Quarterly Dividend and
Announces Virtual Annual Meeting Date
CARMEL, Ind., February 15, 2023 – CNO Financial Group, Inc. (NYSE: CNO) announced today that its Board of Directors has declared a quarterly cash dividend of $0.14 per share on the company’s common shares. The dividend will be payable March 24, 2023, to shareholders of record at the close of business on March 10, 2023.
The company also announced that its annual meeting of shareholders will be held via a virtual, live webcast at 8:00 a.m. ET on May 10, 2023. Holders of record at the close of business on March 13, 2023 will be able to participate in, vote, and submit questions during the virtual 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 $33 billion in total assets. Our 3,400 associates, 4,300 exclusive agents and 4,000 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
CNO Investor Relations
Adam Auvil
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