8-K

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): November 14, 2019

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 D Junior Participating Preferred Stock		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 November 14, 2019, the Board of Directors (the "Board") of CNO Financial Group, Inc. (the "Company") elected David B. Foss as a Director, increasing the size of the Board to 10 members. Mr. Foss was also appointed to the Governance and Nominating Committee and the Human Resources and Compensation Committee. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD.

On November 14, 2019, the Company issued a press release to announce that the Board: (i) has approved an additional $500 million to repurchase the Company’s outstanding common stock; and (ii) has declared a quarterly dividend of 11 cents per common share payable on December 24, 2019, to shareholders of record at the close of business on December 10, 2019. A copy of the Company’s press release is attached hereto as Exhibit 99.2.

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 November 15, 2019.
99.2	Press release of CNO Financial Group, Inc., dated November 14, 2019.

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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: November 15, 2019
	By:	/s/ John R. Kline
		John R. Kline
		Senior Vice President and Chief Accounting Officer

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EX-99.1

Exhibit 99.1

News

For Immediate Release

CNO Financial Group Appoints David B. Foss to its Board of Directors

CARMEL, Ind., November 15, 2019 /PRNewswire/ -- CNO Financial Group, Inc. (NYSE: CNO) today announced that its board of directors has appointed David B. Foss as a director, effective immediately. Foss, 58, is president and chief executive officer of Jack Henry & Associates, Inc. (Nasdaq: JKHY), a leading provider of technology solutions to the financial services industry. This appointment increases the size of the CNO board to 10 directors.

“We are very pleased to welcome Dave to CNO’s board of directors,” said Board Chairman Dan Maurer. “As chief executive officer of a publicly traded technology company who has also been in financial services for more than 30 years, he brings deep knowledge and leadership experience to the board. His perspective on leveraging technology solutions to deliver differentiated customer experiences will significantly contribute to CNO’s continued advancement on our growth strategy and our focus on serving the insurance and retirement needs of the middle-income market.”

Foss was named president and chief executive officer of Jack Henry & Associates, Inc. in 2016, after serving as president from 2014 to 2016. He joined Jack Henry in 1999 when he arranged the sale of BancTec’s financial solutions division to the company and subsequently served as president of Jack Henry’s Open Systems Group and general manager of the Complementary Solutions Group. He was named general manager of Jack Henry’s ProfitStars division in 2006 and as its president in 2009. Under his leadership, ProfitStars evolved from a startup division into a global brand serving more than 9,000 clients in the financial services industry. Foss received a bachelor’s degree in computer science from Minnesota State University.

About CNO Financial Group

CNO Financial Group, Inc. (NYSE: CNO) is a holding company. Our insurance companies - principally Bankers Life and Casualty Company, Colonial Penn Life Insurance Company, and Washington National Insurance Company - primarily serve middle-income pre-retiree and retired Americans by helping them protect against financial adversity and provide for a more secure retirement. For more information, visit CNO online at CNOinc.com.

For further information:

(News Media) Valerie Dolenga +1.312.396.7688 Valerie.Dolenga@CNOinc.com

(Investors) Jennifer Childe +1.312.396.7755     Jennifer.Childe@CNOinc.com

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EX-99.2

Exhibit 99.2

News

For Immediate Release

CNO Financial Group Approves Increase to Securities Repurchase Authorization and Declares Quarterly Dividend

CARMEL, Ind., November 14, 2019 - CNO Financial Group, Inc. (NYSE: CNO) announced today that its board of directors has approved an additional $500 million to repurchase the company’s outstanding common stock. As of September 30, 2019, CNO had repurchased $177.3 million of common stock in 2019 and had remaining repurchase capacity under the buyback program of approximately $107 million. The repurchase program is intended to be implemented through purchases made from time to time in the open market, through private transactions or by a tender offer, in accordance with Securities and Exchange Commission requirements. The amount and timing of the repurchases (if any) will be based on business and market conditions and other factors.

The company also announced today that its board of directors has declared a quarterly cash dividend of $0.11 per share on the Company’s common shares. The dividend will be payable December 24, 2019, to shareholders of record at the close of business on December 10, 2019.

About CNO Financial Group

CNO Financial Group, Inc. (NYSE: CNO) is a holding company.  Our insurance companies - principally Bankers Life and Casualty Company, Colonial Penn Life Insurance Company, and Washington National Insurance Company - primarily serve middle-income pre-retiree and retired Americans by helping them protect against financial adversity and provide for a more secure retirement.  For more information, visit CNO online at CNOinc.com.

For further information:

CNO News Media

Valerie Dolenga

(312) 396-7688

Valerie.Dolenga@CNOinc.com

CNO Investor Relations

Jennifer Childe

(317) 817-2893

Jennifer.Childe@CNOinc.com

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XML

Cover Page	Nov. 14, 2019
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 14, 2019
Entity Registrant Name	CNO Financial Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31792
Entity Tax Identification Number	75-3108137
Entity Address, Address Line One	11825 North Pennsylvania 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
Entity Central Index Key	0001224608
Amendment Flag	false
Common Stock, par value $0.01 per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CNO
Security Exchange Name	NYSE
Rights to purchase Series D Junior Participating Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Rights to purchase Series D Junior Participating Preferred Stock
No Trading Symbol Flag	true
Security Exchange Name	NYSE