CNO Financial Group (CNO) Proxy Filing summary

Executive summary

• Achieved strong 2024 financial results, with net income of $404M and net operating income of $429.3M, both up significantly from 2023; record sales and agent growth in both Consumer and Worksite Divisions.

• Returned $349.3M to shareholders in 2024 through share repurchases and dividends, a 50% increase over 2023; share count reduced by 7%.

• Ended 2024 with $372.5M in unrestricted cash and investments, and a risk-based capital ratio of 383%.

• Board authorized an additional $500M share repurchase in February 2025.

Voting matters and shareholder proposals

• Shareholders to vote on: election of nine directors, advisory approval of executive compensation, ratification of PwC as auditor, approval of amended certificate to include NOL Protective Amendment, amended Long-Term Incentive Plan, and amended Employee Stock Purchase Plan.

• Board recommends voting FOR all director nominees and all proposals.

• Proxy access and advance notice provisions for shareholder proposals and nominations are detailed for the 2026 meeting.

Board of directors and corporate governance

• Board consists of nine nominees, with a mix of skills in finance, technology, risk, and governance; all but the CEO are independent.

• Board emphasizes diversity in experience, gender, ethnicity, and background; five new directors added in the past five years.

• Board leadership structure separates CEO and independent Chair roles; all committees chaired by independent directors.

• Board and committees met 38 times in 2024; all directors attended at least 91% of meetings.

• Annual board and committee evaluations, director onboarding, and ongoing education are in place.