Lincoln National Corporation filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$LNC
Life Insurance
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2025, at the Lincoln National Corporation (“Company”) 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”), the Company’s shareholders approved Amendment No. 4 (the “Amendment”) to the Lincoln National Corporation 2020 Incentive Compensation Plan, as amended by Amendment Nos. 1, 2 and 3 thereto (as amended, the “2020 Plan”). The Amendment (i) increased the total number of shares of the Company’s common stock authorized for issuance under the 2020 Plan by 1,750,000 shares, to 17,800,000 shares, and (ii) increased the maximum cash amount that any 2020 Plan participant (other than a non-employee director) may earn (a) as an annual incentive award in respect of any fiscal year and (b) as a performance award or other award payable in cash in respect of any individual performance period in any 12-month period, in each case, from $8,000,000 to $12,000,000. 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 10, 2025, at pages 96-102.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 22, 2025, the Company’s Board of Directors (the “Board”) approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective the same date, to modify the language in Article II, Section 1 of the Bylaws to decrease the number of authorized Board members from eleven to ten.
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 2025 Annual Meeting was held on May 22, 2025. Shareholders voted as follows on the matters presented for a vote.
Item 1. Election of Directors
The ten nominees for election to the Board were elected, each for a term expiring at the Company’s 2026 Annual Meeting of Shareholders, based upon the following votes:
Director Nominee | For | Against | Abstentions | Broker Non-Votes | ||||||||||
| Deirdre P. Connelly | 113,232,700 | 3,601,028 | 518,901 | 29,196,280 | ||||||||||
| Ellen G. Cooper | 108,792,797 | 8,360,942 | 198,890 | 29,196,280 | ||||||||||
| William H. Cunningham | 109,938,059 | 6,543,215 | 871,355 | 29,196,280 | ||||||||||
| Reginald E. Davis | 115,374,408 | 1,669,781 | 308,440 | 29,196,280 | ||||||||||
| Eric G. Johnson | 112,094,104 | 4,967,929 | 290,596 | 29,196,280 | ||||||||||
| Gary C. Kelly | 112,140,914 | 4,936,366 | 275,349 | 29,196,280 | ||||||||||
| M. Leanne Lachman | 109,459,271 | 7,446,019 | 447,339 | 29,196,280 | ||||||||||
| Dale LeFebvre | 115,359,871 | 1,635,786 | 356,972 | 29,196,280 | ||||||||||
| James Morris | 115,249,559 | 1,587,969 | 515,101 | 29,196,280 | ||||||||||
| Owen Ryan | 114,814,141 | 2,034,304 | 504,184 | 29,196,280 | ||||||||||
Item 2. Ratification of Auditors
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for 2025 was approved based on the following votes:
For | Against | Abstentions | ||||||
| 142,755,514 | 3,480,266 | 313,129 | ||||||
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 2025 Proxy Statement, was approved based on the following votes:
For | Against | Abstentions | Broker Non-Votes | ||||||||
| 109,461,830 | 6,936,749 | 954,050 | 29,196,280 | ||||||||
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 | ||||||||
| 81,079,551 | 35,673,743 | 599,335 | 29,196,280 | ||||||||
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 | ||||||||
| 44,660,726 | 71,754,818 | 937,085 | 29,196,280 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit Number | Description | ||||
| 3.1 | |||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within 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 23, 2025