Additional Proxy Soliciting Materials (definitive) (defa14a)
30 March 2022 - 7:08AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )
Filed
by the Registrant x
Filed
by a Party other than the Registrant ¨
Check
the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
CNO
Financial Group, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a6(i)(1) and 0-11 |
Sign
Up for Electronic Delivery of Proxy Materials Join CNO in supporti ng the environment. For each shareholder who signs up for electronic
delivery of proxy materials, CNO will plant five trees through a donation made to the National Forest Foundation. SIGN UP TODAY! 1. Go
to www.proxyvote.com 2. Type in your 16 digit control number (located on the enclosed card) and click Submit. 3. On the right side, click
Sign up for E-Delivery under Go Paperless. 4. Fill out your email address, create a PIN, and click Next. 5. Review the Description of
Service and click Enroll in E-Delivery. © 2022 CNO Financial Group, Inc. 201197 (03/22) P69979-EPR
Frequently
Asked Questions Why am I receiving this Notice of Internet Availability? Pursuant to the SEC “Notice and Access” proxy rules,
companies are permitted to send the enclosed “Notice” instead of a full printed set of proxy materials. The Notice gives
you instructions on how to view your company’s proxy materials and vote online, or how to receive a full set of printed materials
by mail. There are several advantages to your company sending a Notice instead of a full set of materials, including lowering your company’s
costs and reducing the environmental impact from printing and mailing full sets of proxy materials. How do I view the proxy materials
online? Go to www.proxyvote.com and follow the instructions. You will need to enter the Control # printed on the enclosed Notice. What
if I prefer to receive a paper copy of the proxy materials? You can easily request a paper copy which will be mailed to you at no cost.
Instructions on how to order a paper copy can be found in the “Get informed before you vote” section of the Notice. Can I
request to receive my proxy materials for future meetings by e-mail rather than receive a Notice? Yes. The instructions on how to change
your preferences so you receive proxy materials for future meetings by e-mail are online at: www.proxyvote.com. For more information
about the SEC Notice and Access proxy rules please visit: www.sec.gov/spotlight/proxymatters/e-proxy.shtml.
| Your Vote Counts!
CNO FINANCIAL GROUP, INC.
11825 N PENNSYLVANIA ST
CARMEL, IN 46032
CNO FINANCIAL GROUP, INC.
2022 Annual Meeting
Vote by May 18, 2022
11:59 PM ET
You invested in CNO FINANCIAL GROUP, INC. and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the
availability of proxy material for the shareholder meeting to be held on May 19, 2022.
Vote Virtually at the Meeting*
May 19, 2022
8:00 AM EDT
Virtually at:
www.virtualshareholdermeeting.com/CNO2022
*Please check the meeting materials for any special requirements for meeting attendance.
Smartphone users
Point your camera here and
vote without entering a
control number
V1.1
For complete information and to vote, visit www.ProxyVote.com
Control #
D74897-P69979
Get informed before you vote
View the Annual Report and Notice and Proxy Statement online OR you can receive a free paper or email copy of the material(s) by
requesting prior to May 5, 2022. If you would like to request a copy of the material(s) for this and/or future shareholder meetings,
you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending
an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise
receive a paper or email copy. |
| THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the
upcoming shareholder meeting. Please follow the instructions on
the reverse side to vote these important matters.
Vote at www.ProxyVote.com
Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.
Voting Items
Board
Recommends
D74898-P69979
1. Election of Directors
Nominees:
1c. Stephen N. David
1a. Gary C. Bhojwani
1d. David B. Foss
1b. Ellyn L. Brown
1e. Mary R. (Nina) Henderson
1f. Daniel R. Maurer
1g. Chetlur S. Ragavan
1h. Steven E. Shebik
1i. Frederick J. Sievert
2. Approval, by non-binding advisory vote, of the executive compensation of the Company’s Named Executive Officers.
3. Approval of the Company’s Amended and Restated Certificate of Incorporation to include the Replacement NOL
Protective Amendment.
4. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public
accounting firm for 2022.
For
For
For
For
For
For
For
For
For
For
For
For
NOTE: Such other business as may properly come before the meeting and any adjournment or postponement thereof. |
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