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  4. [8-K] CNO Financial Group, Inc. Reports Material Event

CNO Financial (CNO) investors back all 2026 director, pay and auditor votes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CNO Financial Group, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on May 12, 2026. Shareholders elected nine directors to one-year terms ending at the 2027 annual meeting, with each nominee receiving over 80 million votes in favor and only modest opposition.

Shareholders also approved, on a non-binding advisory basis, the executive compensation of the company’s named executive officers, with 79,637,913 votes for, 1,675,840 against, and 168,450 abstentions. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 83,949,859 votes for, 1,766,276 against, and 58,887 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for largest-supported director 81,406,630 votes For nominee Steven E. Shebik at 2026 annual meeting
Broker non-votes on director elections 4,292,819 votes Per director nominee at 2026 annual meeting
Say-on-pay votes for 79,637,913 votes Advisory approval of executive compensation
Say-on-pay votes against 1,675,840 votes Advisory executive compensation proposal
Say-on-pay broker non-votes 4,292,819 votes Executive compensation advisory proposal
Auditor ratification votes for 83,949,859 votes Ratification of PwC as 2026 auditor
Auditor ratification votes against 1,766,276 votes Ratification of PwC as 2026 auditor
Auditor ratification abstentions 58,887 votes Ratification of PwC as 2026 auditor
broker non-votes financial
"For | Against | Abstentions | Broker Non-Votes Gary C. Bhojwani | 81,246,371..."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory vote regulatory
"The proposal to approve, by non-binding advisory vote, the executive compensation..."
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm regulatory
"to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Shareholders regulatory
"the Company held its 2026 Annual Meeting of Shareholders at which the Company’s shareholders voted"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Schedule 14A regulatory
"further described in the Company’s definitive proxy statement on Schedule 14A filed..."
Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.
Understanding 8-K Material Events →
0001224608falsetrue00012246082026-05-122026-05-120001224608us-gaap:CommonStockMember2026-05-122026-05-120001224608cno:RightsToPurchaseSeriesFJuniorParticipatingPreferredStockMember2026-05-122026-05-120001224608cno:A5125SubordinatedDebenturesDue2060Member2026-05-122026-05-12


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): May 12, 2026

CNO Financial Group, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware001-3179275-3108137
(State or Other
Jurisdiction of Incorporation)		(Commission File Number)(I.R.S. Employer
Identification No.)
11299 Illinois 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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareCNONew York Stock Exchange
Rights to purchase Series F Junior Participating Preferred StockNew York Stock Exchange
5.125% Subordinated Debentures due 2060CNOpANew 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. ☐


Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 12, 2026, the Company held its 2026 Annual Meeting of Shareholders at which the Company’s shareholders voted on the three proposals noted below, each of which is further described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 26, 2026 (the “2026 Proxy Statement”). Voting results for each proposal are set forth below.

Proposal 1
The nine nominees to serve as directors of the Company were elected, each for a one-year term expiring at the Company’s 2027 annual meeting of shareholders and until his or her successor is duly elected and qualified. Voting results were as follows:
For
Against
Abstentions
Broker Non-Votes
Gary C. Bhojwani
81,246,371206,28529,5474,292,819
Archie M. Brown
80,925,172526,95730,0744,292,819
David B. Foss
80,575,917876,58029,7064,292,819
Linda T. Gibson81,387,30265,33329,5684,292,819
Adrianne B. Lee
80,925,423511,56645,2144,292,819
Daniel R. Maurer
80,074,7561,375,34832,0994,292,819
Chetlur S. Ragavan
81,401,17349,31031,7204,292,819
Steven E. Shebik
81,406,63045,78529,7884,292,819
Jessica A. Turner
80,898,124540,59643,4834,292,819

Proposal 2
The proposal to approve, by non-binding advisory vote, the executive compensation of the Company’s named executive officers disclosed in the 2026 Proxy Statement was approved. Voting results were as follows:
For
Against
Abstentions
Broker Non-Votes
79,637,9131,675,840168,4504,292,819

Proposal 3
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026 was approved. Voting results were as follows:
For
Against
Abstentions
83,949,8591,766,27658,887



2


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: May 13, 2026By:
/s/ Joel T. Koehneman
Joel T. Koehneman
Senior Vice President and Chief Accounting Officer




3

Source: View Original Filing on SEC EDGAR

FAQ

What did CNO (CNO) shareholders decide at the 2026 annual meeting?

CNO shareholders elected nine directors to one-year terms, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, based on the voting results disclosed.

Were all CNO (CNO) director nominees elected at the 2026 annual meeting?

Yes, all nine CNO director nominees were elected. Each received more than 80 million votes “for,” with relatively small “against” and abstention totals, and broker non-votes reported separately for each nominee.

How did CNO (CNO) shareholders vote on executive compensation in 2026?

CNO shareholders approved the executive compensation of named executive officers in a non-binding advisory vote, with 79,637,913 votes for, 1,675,840 against, 168,450 abstentions, and 4,292,819 broker non-votes, as outlined in the meeting results.

Did CNO (CNO) shareholders ratify the 2026 independent auditor?

Yes, shareholders ratified PricewaterhouseCoopers LLP as CNO’s independent registered public accounting firm for 2026, with 83,949,859 votes for, 1,766,276 against, and 58,887 abstentions recorded in the voting results.

How many broker non-votes were reported in CNO (CNO) 2026 director and say-on-pay votes?

For each director and the say-on-pay proposal, CNO reported 4,292,819 broker non-votes. These shares were counted as present for quorum but were not voted “for” or “against” those proposals.

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