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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 23, 2024
Date of Report (Date of earliest event reported)

                  Lincoln National Corporation             
(Exact name of registrant as specified in its charter)



Indiana1-602835-1140070
(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 classTrading symbol(s)Name of each exchange on which registered
Common StockLNCNew York Stock Exchange
Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D
LNC PRDNew 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 23, 2024, at the Lincoln National Corporation (“Company”) 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), the Company’s shareholders approved Amendment No. 3 (the “Amendment”) to the Lincoln National Corporation 2020 Incentive Compensation Plan, as amended by Amendments No. 1 and No. 2 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 16,050,000 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 11, 2024, at pages 100-106.

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

The Company’s 2024 Annual Meeting was held on May 23, 2024. Shareholders voted as follows on the matters presented for a vote.

Item 1. Election of Directors

The twelve nominees for election to the Board were elected, each for a term expiring at the Company’s 2025 Annual Meeting of Shareholders, based upon the following votes:

Director Nominee


For

Against

Abstentions
Broker
Non-Votes
Deirdre P. Connelly109,750,6596,833,675311,88726,389,209
Ellen G. Cooper108,075,7677,815,2521,005,20226,389,209
William H. Cunningham108,292,1657,843,830760,22626,389,209
Reginald E. Davis113,213,8883,309,033373,30026,389,209
Eric G. Johnson109,797,4606,483,089615,67226,389,209
Gary C. Kelly110,603,6745,762,116530,43126,389,209
M. Leanne Lachman111,302,8855,205,345387,99126,389,209
Dale LeFebvre113,525,6332,918,633451,95526,389,209
Janet Liang113,639,3472,898,419358,45526,389,209
Michael F. Mee109,100,4347,182,493613,29426,389,209
Owen Ryan114,161,0002,334,829400,39226,389,209
Lynn M. Utter113,523,3802,977,332395,50926,389,209

Item 2. Ratification of Auditors

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for 2024 was approved based on the following votes:
For
Against
Abstentions
137,734,8245,084,392466,214

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 2024 Proxy Statement, was approved based on the following votes:
For
Against
Abstentions
Broker Non-Votes
96,962,53319,024,242909,44626,389,209

Item 4. 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
81,301,33934,831,068763,81426,389,209

Item 5. 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 chairman was not approved based on the following votes:
For
Against
Abstentions
Broker Non-Votes
46,456,68369,753,497686,04126,389,209

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.
Exhibit
Number
Description
10.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
























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 24, 2024




Exhibit 10.1

Amendment No. 3 to the
Lincoln National Corporation
2020 Incentive Compensation Plan
Pursuant to Section 11(c) of the Lincoln National Corporation 2020 Incentive Compensation Plan, as amended by Amendments No. 1 and No. 2 thereto (the “Plan”), the Board of Directors of Lincoln National Corporation (“Board”) amends the Plan as follows, subject to the approval of the Company’s shareholders:
1.Section 4(a) of the Plan is amended in its entirety and replaced with the following:
    
“(a)    Overall Number of Shares Available for Delivery. Subject to adjustment as provided in Section 10(c), (i) the total number of Shares reserved and available for delivery in connection with Awards under the Plan shall be 16,050,000 and (ii) the total number of Shares with respect to which Stock Options intended to be ISOs may be granted under the Plan shall not exceed 2,000,000.”
2.This Amendment No. 3 to the Plan has been duly adopted by the Board and shall be effective upon approval by the Company’s shareholders.
3.In all other respects, the Plan shall remain in full force and effect.    



v3.24.1.1.u2
Cover
May 23, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 23, 2024
Entity Registrant Name Lincoln National Corporation
Entity Incorporation, State or Country Code IN
Entity File Number 1-6028
Entity Tax Identification Number 35-1140070
Entity Address, Address Line One 150 N. Radnor Chester Road
Entity Address, City or Town Radnor
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19087
City Area Code 484
Local Phone Number 583-1400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000059558
Amendment Flag false
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol LNC
Security Exchange Name NYSE
Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D  
Document Information [Line Items]  
Title of 12(b) Security Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D
Trading Symbol LNC PRD
Security Exchange Name NYSE
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