CNO Financial Group (CNO) Proxy Filing summary

Executive summary

• Reported 2024 net income of $404.0 million and net operating income of $429.3 million, both up significantly from 2023, with strong sales growth in both Consumer and Worksite Divisions and record agent counts and production metrics.

• Returned $349.3 million to shareholders in 2024 through share repurchases and dividends, with a 50% increase in total capital return over 2023; share repurchase authorization increased by $500 million in February 2025.

• Ended 2024 with $372.5 million in unrestricted cash and investments, a risk-based capital ratio of 383%, and investment grade ratings from all four primary agencies.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors for one-year terms, advisory approval of executive compensation, ratification of PwC as auditor, approval of amended certificate of incorporation (NOL Protective Amendment), amended long-term incentive plan, and amended employee stock purchase plan.

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

Board of directors and corporate governance

• Board consists of nine nominees, all current members, with a mix of skills in finance, technology, risk, and governance; eight are independent.

• Board committees: Audit & Enterprise Risk, Governance & Nominating, Human Resources & Compensation, Investment, and Executive; all committee members are independent.

• Board emphasizes diversity, regular refreshment, and annual evaluations; five new directors added in the past five years.

• Board leadership structure separates CEO and independent Board Chair roles.