cno-20221206

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): December 6, 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. ☐


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

On December 8, 2022, CNO Financial Group, Inc. (“CNO” or the “Company”) announced that Bruce Baude, the Company’s chief operations and technology officer, will be leaving the Company effective December 31, 2022. Mr. Baude’s separation results from the Company’s elimination of his role and is an involuntary termination by the Company without “Just Cause” for the purposes of the CNO Services, LLC Executive Severance Pay Plan. Accordingly, Mr. Baude is entitled to certain severance benefits subject to and in accordance with the terms of the plan, including his execution and non-revocation of a waiver and release of claims in favor of the Company and compliance with certain non-disclosure and non-solicitation obligations. Mr. Baude will not receive any discretionary payments in connection with his separation.

In order to assist with the orderly transition of his responsibilities and rescoping of his former role, Mr. Baude will serve as a consultant to the Company for up to 12 months following his separation date. Mr. Baude will be entitled to a monthly consulting fee of $8,500. A copy of the Consulting Agreement with Mr. Baude is filed as Exhibit 10.1 to this Form 8-K, and the foregoing summary description of the Consulting Agreement is qualified in its entirety by reference to such exhibit.

On December 8, 2022, CNO also announced that, following Mr. Baude’s departure, two key senior leaders will be elevated from reporting to Mr. Baude to reporting directly to Gary C. Bhojwani, chief executive officer, and joining the executive leadership group: Jean Linnenbringer as chief operations officer and Mike Mead as chief information officer. Both appointments are effective January 1, 2023.

Ms. Linnenbringer, 60, has more than 30 years of operations management experience in the insurance and financial services industries. She joined CNO in 2015 and since August 2017 has served as the Company’s senior vice president of enterprise operations. Mr. Mead, 56, has more than 25 years of experience in general management and technology leadership within the insurance industry. He joined CNO in 2018 as senior vice president and chief information officer.

A copy of the press release relating to the above is filed as Exhibit 99.1 to this Form 8-K.


Item 9.01(d).			Financial Statements and Exhibits.


10.1			Consulting Agreement, dated December 6, 2022, between CNO Services, LLC and Bruce K. Baude.
99.1			Press Release of CNO Financial Group, Inc. dated December 8, 2022.
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: December 8, 2022
	By:	/s/ John R. Kline
		John R. Kline
		Senior Vice President and Chief Accounting Officer

Exhibit 10.1

CNO Services, LLC

December 6, 2022

Bruce K. Baude

Re: Consulting Agreement

Dear Bruce,

This letter agreement (this “Agreement”) is intended to confirm our mutual understanding with respect to your limited engagement as a consultant for CNO Services, LLC (the “Company”). By signing below, you represent and warrant that you are under no obligation to any third-party that would interfere with your rendering to the Company the professional services described and covered by this Agreement.

Your engagement as a consultant hereunder shall commence on January 1, 2023 and continue through December 31, 2023 (the “Consulting Period”); provided, however, that (i) either the Company or you may terminate your engagement, effective April 1, 2023 or later, upon thirty days prior written notice or (ii) the Company may immediately terminate your engagement prior to the end of the Consulting Period if you engage in conduct that constitutes “cause” (e.g., conduct that harms or could reasonably be expected to harm the business or reputation of any member of the Company Group (as defined below)) as determined by the Company in good faith. Upon any termination of your engagement, you will be entitled only to fees accrued but unpaid through the date of such termination, and the Company shall have no further obligations to you under this Agreement thereafter.

During the Consulting Period, you agree to render your assistance and participation, giving at all times the full benefit of your knowledge, expertise, technical skill and ingenuity, in providing the consulting services described on Exhibit A attached hereto (the “Consulting Services”). You agree that you will perform the Consulting Services as an independent contractor, and not as an employee, agent or representative of the Company or any of its direct or indirect subsidiaries or affiliates (collectively, the “Company Group”), and unless authorized in writing by the Company, you will not have the power or authority to act on behalf of, or bind in any way, any member of the Company Group. You will render the Consulting Services from location(s) of your choosing and you will furnish any equipment, supplies and other materials used to perform the Consulting Services. During the Consulting Period, you will report to such employees as may be designated by the Company from time to time regarding your performance of the Consulting Services as may be requested from time to time.

In consideration for the Consulting Services, the Company will pay you a monthly consulting fee of $8,500, payable monthly in arrears. As an independent contractor, you will be solely responsible for payment of all applicable taxes payable in respect of amounts payable to you under this Agreement, and the Company will not withhold for taxes from any such amounts. In addition, you understand and agree that you are not eligible by virtue of your engagement as a consultant to participate in any of the employee benefit plans or programs of the Company or any other member of the Company Group. In the event that this consulting arrangement is reclassified as employment by any governmental agency or court, you further agree that you will not seek to participate in or benefit from any of the employee benefit plans or programs of the Company Group as a result of such reclassification.

By signing below, you represent and warrant to the Company that your provision of the Consulting Services hereunder will not violate any applicable law and covenant and agree to comply with all applicable laws in providing the Consulting Services. Further, you agree to maintain in good standing any permits and licenses as may be necessary or appropriate from time to time in providing the Consulting Services hereunder.

You acknowledge that, during the course of your engagement, you will have access to, and be in close contact with, confidential and proprietary information about the Company Group. In recognition of the foregoing, you agree, at all times during the Consulting Period and thereafter, to hold in confidence, and not to use (except for the benefit of the Company Group and in connection with the Consulting Services hereunder), or to disclose to any person, firm, corporation or other entity without written authorization of the Company, any Confidential Information that you obtain or create. You understand that “Confidential Information” means confidential or proprietary trade secrets, client lists, client identities and information, information regarding service providers, investment methodologies, marketing plans, sales plans, management organization information, operating policies or manuals, business plans or operations or techniques, financial records or data, or other financial, commercial, business or technical information relating to the Company Group, or that the Company Group may receive belonging to customers, clients, accounts or others who do business with the Company Group. However, Confidential Information will not include (i) any of the foregoing items which have become publicly and widely known through no wrongful act of yours or of others who were under confidentiality obligations as to the item or items involved; or (ii) any information that you are required to disclose to, or by, any governmental or judicial authority; provided, however, that in such event you agree to give the Company prompt written notice thereof so that the Company Group may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement will be construed to prohibit you from (x) filing a charge or complaint with, participating in an investigation or proceeding conducted by, or reporting possible violations of law or regulation to any federal, state or local government agency, or (y) truthfully responding to or complying with a subpoena, court order, or other legal process, provided that you agree to forgo any monetary benefit from the filing of a charge or complaint with a government agency except pursuant to a whistleblower program or where your right to receive such a monetary benefit is otherwise not waivable by law.

You expressly acknowledge that any breach or threatened breach of any of the terms and/or conditions set forth in the previous paragraph may result in substantial, continuing and irreparable injury to the members of the Company Group. Therefore, you hereby agree that, in addition to any other remedy that may be available to the Company, any member of the Company Group shall be entitled to injunctive relief, specific performance or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of the preceding paragraph without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach.

The terms contained in this Agreement constitute and embody the full and complete our understanding and agreement with respect to your engagement as a consultant for the Company and supersede and replace any prior or contemporaneous agreements or understandings, written or oral, concerning such subject matter. The terms of this Agreement may be modified only by a writing duly executed by you and the Company, and this Agreement, and your obligations hereunder, may not be assigned by you without the prior written consent of the Company. The benefits and obligations contained in this Agreement will inure to the benefit of and be binding upon the Company and its respective successors and assigns.

This Agreement shall be considered executed and performable in Indiana and shall be governed by the laws of the State of Indiana, without regard for the conflicts of laws rules of Indiana or any other state. Any action relating to or arising out of this Agreement shall be maintained exclusively before any appropriate state court of record in Hamilton County, Indiana or the United States District Court of the Southern District of Indiana, Indianapolis Division, and the parties expressly consent to such venue and jurisdiction of such courts and waive any right to challenge or otherwise object to personal jurisdiction or venue in any action commenced or maintained in such courts.

* * *

If you are in agreement with the terms of your consulting engagement described above, please execute this Agreement where indicated below and return to me. The execution of this Agreement may be by actual or facsimile signature.


Sincerely,

CNO SERVICES, LLC

By:			/s/ Yvonne K. Franzese
Name:			Yvonne K. Franzese
Title:			Chief Human Resources Officer

AGREED AND ACCEPTED as of this

6th day of December, 2022 by:


/s/ Bruce K. Baude
Bruce K. Baude

[Signature page to Baude Consulting Agreement]

EXHIBIT A

CONSULTING SERVICES

1.Transition of former Chief Operations and Technology Officer duties and knowledge

2.Other services reasonably requested by the Company from time to time

Exhibit 99.1

News

CNO Financial Group Elevates Executive Leadership Roles, Names Jean Linnenbringer Chief Operations Officer and Mike Mead Chief Information Officer

CARMEL, Ind., December 8, 2022 /PRNewswire/ -- CNO Financial Group, Inc. (NYSE: CNO) today announced it is elevating two key senior leaders to the company’s Executive Leadership Group: Jean Linnenbringer as chief operations officer and Mike Mead as chief information officer. Both appointments are effective January 1, 2023, and will report to Gary C. Bhojwani, chief executive officer.

“Over the last several years, CNO has advanced our operations and technology capabilities to execute against our strategic growth priorities,” said Gary C. Bhojwani, chief executive officer. “Jean and Mike are seasoned insurance executives who are already responsible for the day-to-day management of our operations and technology functions. They are both proven leaders who have demonstrated that they are ready to step into greater leadership roles.”

“Jean is a highly accomplished leader who has made significant contributions to our operational excellence and customer experience during her last seven years at CNO,” continued Bhojwani. “Mike’s track record as a transformational leader and technology executive is an important strategic fit for our growing and evolving business. We will continue to draw on their deep understanding of CNO, our customers and our market.”

Linnenbringer has more than 30 years of operations management experience in the insurance and financial services industries. She joined CNO in 2015 and since August 2017 has served as the company’s senior vice president of enterprise operations. As chief operations officer she will continue to lead new business and underwriting, customer service, claims, agent care, and operations support for the CNO family of brands, including Bankers Life, Colonial Penn, Optavise and Washington National.

Mead has more than 25 years of experience in general management and technology leadership within the insurance industry. He joined CNO in 2018 as senior vice president and chief information officer. In his elevated role he will continue to be responsible for strategy and execution of CNO’s information technology, cybersecurity, IT infrastructure, and digital transformation.

Linnenbringer and Mead succeed Bruce Baude, chief operations and technology officer, who is leaving his current role as of December 31, 2022.

“During his 10-year career with CNO, Bruce has served as a strategic partner and thought leader who strengthened and evolved our operations and technology capabilities,” said Bhojwani. “Bruce helped build CNO into the organization that it is today, and the company remains well-positioned to support our customers and partners in the next phase of our growth due to his considerable contributions. We wish Bruce continued success in all his future endeavors.”

Bios

Linnenbringer joined CNO in June 2015 as vice president, customer service and was named senior vice president, enterprise operations in August 2017. Prior to joining CNO, she spent 15 years at Genworth

Financial in multiple roles, including senior vice president and chief operational risk officer. Linnenbringer earned a Bachelor of Science degree in business administration from Strayer University and a Master of Emergency Management from the University of Richmond.

Mead joined CNO in November 2018 as senior vice president and chief information officer. Prior to joining CNO, he spent 22 years at AIG, where he served as senior vice president and transformation executive with AIG Technologies responsible for delivering global transformation initiatives spanning technology and people. Mead holds a bachelor’s degree in Business Administration from Texas Tech University and a Master of Business Administration from Southern Methodist University. He is a Certified Professional Coach and Certified SAFe 5 Agilist.

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, 4,400 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:

(News Media) Valerie Dolenga [email protected]

(Investors) Adam Auvil [email protected]