0000059558 false --12-31 0000059558 2023-05-25 2023-05-25 0000059558 us-gaap:CommonStockMember 2023-05-25 2023-05-25 0000059558 us-gaap:NoncumulativePreferredStockMember 2023-05-25 2023-05-25

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

 

May 25, 2023

Date of Report (Date of earliest event reported)

 

                  Lincoln National Corporation              

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Indiana

 

1-6028

 

35-1140070

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

150 N. Radnor Chester Road, Radnor, PA 19087

(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number, including area code: (484) 583-1400

 

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 class

Trading symbol(s)

Name of each exchange on which registered

Common Stock

LNC

New York Stock Exchange

Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D

LNC PRD

New 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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 25, 2023, at the Lincoln National Corporation (“Company”) 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”), the Company’s shareholders approved Amendment No. 2 (the “Amendment”) to the Lincoln National Corporation 2020 Incentive Compensation Plan, as amended by Amendment No. 1 thereto (as amended, the “2020 Plan”).  The Amendment increased the total number of shares of the Company’s common stock authorized for issuance under the 2020 Plan by 4,500,000 shares, to 11,550,000 shares. A copy of the Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

The material terms and conditions of the 2020 Plan are described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 13, 2023, at pages 101-106.  

 

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 25, 2023, the Company’s Board of Directors (the “Board”) approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective May 25, 2023, to modify the language in Article II, Section 1 of the Bylaws to decrease the number of authorized Board members from thirteen to eleven.  

The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

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

 

The Company’s 2023 Annual Meeting was held on May 25, 2023.  Shareholders voted as follows on the matters presented for a vote.

 

Item 1.   Election of Directors

 

The eleven nominees for election to the Board were elected, each for a term expiring at the Company’s 2024 Annual Meeting of Shareholders, based upon the following votes:

 

Director Nominee

 

 

For

 

Against

 

Abstentions

Broker

Non-Votes

Deirdre P. Connelly

109,192,183

8,807,341

548,287

23,929,526

Ellen G. Cooper

106,456,237

8,032,918

4,058,655

23,929,526

William H. Cunningham

109,166,112

8,672,063

709,636

23,929,526

Reginald E. Davis

115,084,389

2,982,214

481,207

23,929,526

Eric G. Johnson

109,358,505

8,716,982

472,324

23,929,526

Gary C. Kelly

111,321,832

6,720,426

505,554

23,929,526

M. Leanne Lachman

109,986,289

7,951,542

609,980

23,929,526

Dale LeFebvre

115,094,886

2,943,486

509,439

23,929,526

Janet Liang

113,792,466

4,275,012

480,333

23,929,526

Michael F. Mee

109,808,725

8,020,705

718,381

23,929,526

Lynn M. Utter

115,787,547

2,250,315

509,949

23,929,526

 


Item 2.   Ratification of Auditors

 

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for 2023 was approved based on the following votes:

 

For

Against

Abstentions

133,633,920

8,143,987

699,430

 

There were no broker non-votes for this item.

 

Item 3.   Advisory Resolution on Executive Compensation

 

The proposal to approve an advisory resolution regarding the compensation paid to the Company’s named executive officers, as disclosed in the Company’s 2023 Proxy Statement, was approved based on the following votes:

 

For

Against

Abstentions

Broker Non-Votes

92,923,253

24,621,844

1,002,714

23,929,526

 

Item 4.   Advisory Proposal Regarding Frequency of Future Advisory Resolutions on Executive Compensation

 

A one-year frequency was approved, on an advisory basis, with respect the proposal regarding the frequency (every one, two or three years) of future advisory resolutions on the compensation of the Company’s named executive officers, based on the following votes:

 

One Year

Two Years

Three Years

Abstentions

Broker Non-Votes

114,524,883

314,809

2,538,389

581,573

24,512,977

 

Item 5.  Approval of Amendment to Lincoln National Corporation 2020 Incentive Compensation Plan

 

The proposal to approve the Amendment to the 2020 Plan was approved based on the following votes:

 

For

Against

Abstentions

Broker Non-Votes

82,569,774

35,131,526

846,511

23,929,526

 

Item 6.   Non-Binding Shareholder Proposal Regarding Independent Board Chair

 

The non-binding shareholder proposal to amend the Company’s corporate governance documents to require an independent board chair was not approved based on the following votes:

 

For

Against

Abstentions

Broker Non-Votes

54,622,341

63,173,840

751,630

23,929,526

 

Item 7.   Non-Binding Shareholder Proposal Regarding Ratification of Executive Termination Pay

 

The non-binding shareholder proposal requesting that the Board seek shareholder approval or ratification of new or renewed executive pay packages that provide for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus short-term bonus was not approved based on the following votes:

 

For

Against

Abstentions

Broker Non-Votes

18,543,483

99,330,674

668,949

23,929,526

 


 

Item 9.01.  Financial Statements and Exhibits.

 

 

(c)

Exhibits.  

 

 

Exhibit

Number

Description

3.1

Amended and Restated Bylaws of the Company, effective May 25, 2023.

10.1*

Amendment No. 2 to the Lincoln National Corporation 2020 Incentive Compensation Plan (effective May 25, 2023).

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

_____________

* This exhibit is a management contract or a compensatory plan or arrangement.

 


 

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.

 

 

 

 

 

 

 

 

 

 

 

LINCOLN NATIONAL CORPORATION

 

 

 

 

 

 

 

 

 

 

By

/s/ Nancy A. Smith

 

 

 

 

Name:

Nancy A. Smith

 

 

 

 

Title:

Senior Vice President and Secretary

 

 

 

Date:  May 26, 2023

 

 

Grafico Azioni Lincoln National (NYSE:LNC)
Storico
Da Mar 2024 a Apr 2024 Clicca qui per i Grafici di Lincoln National
Grafico Azioni Lincoln National (NYSE:LNC)
Storico
Da Apr 2023 a Apr 2024 Clicca qui per i Grafici di Lincoln National