CNO Financial Group (CNO) Proxy filing summary

Executive summary

• Achieved strong financial and operational results in 2025, with net income of $229.3 million and net operating income of $439.2 million, driven by sales growth, improved margins, and disciplined expense management.

• Returned $386.1 million to shareholders through share repurchases and dividends, reducing share count by 8% and maintaining robust capital and liquidity positions.

• Continued strategic transformation, including exiting Worksite fee services and focusing on core insurance business, while maintaining a diversified distribution model.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors for one-year terms, a non-binding advisory vote on executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Proxy access and advance notice provisions are in place for shareholder proposals and director nominations for future meetings.

Board of directors and corporate governance

• Board comprises 90% independent directors, with diverse backgrounds in gender, ethnicity, and professional experience.

• Five board committees oversee audit, governance, compensation, investment, and executive matters, each with defined charters and responsibilities.

• Regular board refreshment and succession planning, with five new directors in the past five years and robust onboarding and evaluation processes.

• Board leadership structure features an independent chair, separate from the CEO.