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)
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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 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. ☐
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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 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.
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| 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.
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| Item 9.01(d). | Financial Statements and Exhibits. |
The following materials are furnished as exhibits to this Current Report on Form 8-K:
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| 99.1 | |
| 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 13, 2024 | |
| By: | /s/ Michellen Wildin | |
| | Michellen Wildin | |
| | Senior Vice President and Chief Accounting Officer | |
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