As filed with the Securities and Exchange Commission on May 26, 2023

 

 

File No. 333-

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Lincoln National Corporation

(Exact Name of Registrant as Specified in Its Charter)

Indiana

(State or Other Jurisdiction of
Incorporation or Organization)

35-1140070

(I.R.S. Employer
Identification No.)

150 N. Radnor-Chester Road

Radnor, PA  19087

(Address of Principal Executive Offices) (Zip Code)

 

Lincoln National Corporation

2020 Incentive Compensation Plan

(Full Title of Plan)

 

Nancy A. Smith

Senior Vice President and Secretary

Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA  19087

(Name and Address of Agent for Service)

 

(484) 583-1400

(Telephone Number, including area code, of Agent for Service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer [X]

Accelerated filer [  ] 

Non-accelerated filer [  ]    

Smaller reporting company [  ]

 

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 7(a)(2)(B) of Securities Act. [  ]

 

 

 


 

 

 

EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8, Lincoln National Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register an additional 4,500,000 shares of its common stock, no par value, that may be issued under the Lincoln National Corporation 2020 Incentive Compensation Plan (the “Plan”), following the amendment to the Plan to increase the number of shares issuable under the Plan that was approved by the Registrant’s shareholders on, and became effective as of, May 25, 2023. This Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 (File Nos. 333-239117 and 333-265314) filed with the Securities and Exchange Commission on June 12, 2020 and May 31, 2022, respectively, to the extent not superseded hereby.

 


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PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.  Incorporation of Documents by Reference. 

 

The following documents and information previously filed by Lincoln National Corporation (the “Corporation”) with the Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in the Registration Statement:

 

the Corporation’s Annual Report on Form 10-K (File No. 1-6028) for the fiscal year ended December 31, 2022, filed with the Commission on February 16, 2023;

 

the Corporation’s Annual Report on Form 10-K/A (File No. 1-6028) for the fiscal year ended December 31, 2022, filed with the Commission on March 30, 2023;

 

the Corporation’s Quarterly Report on Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023, filed with the Commission on May 10, 2023;

 

the Corporation’s Current Reports on Form 8-K (file No 1-6028) filed with the Commission on February 8, 2023 (Date of Report: February 3, 2023, and reporting under Item 5.02), February 21, 2023, March 27, 2023 (with respect to Item 4.02 only, and excluding those items not deemed to be filed), May 2, 2023 (with respect to Item 8.01 only, and excluding those items not deemed to be filed), May 12, 2023, May 22, 2023 and May 26, 2023.

 

the description of the Corporation’s Common Stock contained in Form 10 filed with the Commission on April 28, 1969 (File No. 1-6028), including any amendments or reports filed for the purpose of updating that description.

 

Except to the extent that information therein is deemed furnished and not filed pursuant to the Exchange Act, each document filed subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained therein (or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

 


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Item 8. Exhibits.

 

No.

Exhibit

4.1

Restated Articles of Incorporation of the Corporation, incorporated by reference to Exhibit 3.1 to the Corporation’s Form 8-K (File No. 1-6028) filed with the Commission on August 14, 2017.

4.2

Amended and Restated Bylaws of the Corporation (effective May 25, 2023), incorporated by reference to Exhibit 3.1 to the Corporation’s Form 8-K (File No. 1-6028) filed with the Commission on May 26, 2023.

4.3*

Lincoln National Corporation 2020 Incentive Compensation Plan, incorporated by reference to Exhibit 4.3 to the Corporation’s Registration Statement on Form S-8 (File No. 333-239117) filed with the Commission on June 12, 2020.

4.4*

Amendment No. 1 to Lincoln National Corporation 2020 Incentive Compensation Plan (effective May 27, 2022), incorporated by reference to Exhibit 4.4 to the Corporation’s Registration Statement on Form S-8 (File No. 333-265314) filed with the Commission on May 31, 2022.

4.5*

Amendment No. 2 to Lincoln National Corporation 2020 Incentive Compensation Plan (effective May 25, 2023), incorporated by reference to Exhibit 10.1 to the Corporation’s Form 8-K (File No. 1-6028) filed with the Commission on May 26, 2023.

5.1

Opinion of Eric B. Wilmer, Esq., as to the legality of the securities being registered.

23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

23.2

Consent of Eric B. Wilmer, Esq. (included in Exhibit 5.1).

24.1

Power of Attorney (contained on signature pages of this Registration Statement).

107

Filing Fee Table

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

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on the 26th day May, 2023.  

 

 

LINCOLN NATIONAL CORPORATION

 

 

 

 

By:

/s/ Christopher Neczypor

 

 

Christopher Neczypor, Executive Vice

 

 

President and Chief Financial Officer

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby makes, designates, constitutes and appoints Craig T. Beazer, Nancy A. Smith and Claire H. Hanna, and each of them (with full power and authority to act without the other), his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

Title

Date

 

 

 

/s/ Ellen G. Cooper

Ellen G. Cooper

Director, President and Chief Executive Officer

(Principal Executive Officer)

May 26, 2023

 

 

 

 

/s/ Christopher Neczypor

Christopher Neczypor

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

May 26, 2023

 

 

 

 

/s/ Adam Cohen

Adam Cohen

Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

May 26, 2023

 

 

 

 

/s/ Deirdre P. Connelly
Deirdre P. Connelly

Director

May 26, 2023

 

 

 

 

/s/ William H. Cunningham

William H. Cunningham

Director

May 26, 2023

 

 

 

 

/s/ Reginald E. Davis

Reginald E. Davis

Director

May 26, 2023

 

 

 

 

/s/ Eric G. Johnson  

Eric G. Johnson

Director

May 26, 2023

 

 

 

 

/s/ Gary C. Kelly  

Gary C. Kelly

Director

May 26, 2023

 

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/s/ M. Leanne Lachman

M. Leanne Lachman

Director

May 26, 2023

 

 

 

 

/s/ Dale Le Febvre

Dale LeFebvre

Director

May 26, 2023

 

 

 

 

/s/ Janet Liang

Janet Liang

Director

May 26, 2023

 

 

 

 

/s/ Michael F. Mee

Michael F. Mee

Director

May 26, 2023

 

 

 

 

/s/ Lynn M. Utter

Lynn M. Utter

Director

May 26, 2023

 

 

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