UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 27, 2022, at the Lincoln National Corporation (“Company”) 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”), the Company’s shareholders approved Amendment No. 1 (the “Amendment”) to the Lincoln National Corporation 2020 Incentive Compensation Plan (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 1,850,000 shares, to 7,050,000 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 14, 2022, at pages 88-92.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s 2022 Annual Meeting was held on May 27, 2022. Shareholders voted as follows on the matters presented for a vote.
Item 1. Election of Directors
The thirteen nominees for election to the Board of Directors (the “Board”) were elected, each for a term expiring at the Company’s 2023 Annual Meeting of Shareholders, based upon the following votes:
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Director Nominee
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For |
Against |
Abstentions |
Broker Non-Votes |
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Deirdre P. Connelly
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132,464,149 |
4,501,602 |
164,193 |
17,023,941 |
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Ellen G. Cooper
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133,832,019 |
3,135,597 |
162,326 |
17,023,941 |
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William H. Cunningham
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126,261,299 |
9,868,100 |
1,000,544 |
17,023,941 |
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Reginald E. Davis
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134,592,418 |
2,347,025 |
190,500 |
17,023,941 |
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Dennis R. Glass
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128,621,178 |
8,273,290 |
235,474 |
17,023,941 |
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Eric G. Johnson
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127,392,262 |
8,729,314 |
1,008,367 |
17,023,941 |
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Gary C. Kelly
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128,496,077 |
7,626,111 |
1,007,755 |
17,023,941 |
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M. Leanne Lachman
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127,965,562 |
8,121,474 |
1,042,906 |
17,023,941 |
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Dale LeFebvre
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135,759,754 |
1,156,382 |
213,807 |
17,023,941 |
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Janet Liang
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134,953,091 |
1,984,424 |
192,428 |
17,023,941 |
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Michael F. Mee
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127,818,256 |
8,283,350 |
1,028,336 |
17,023,941 |
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Patrick S. Pittard
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124,025,619 |
12,059,327 |
1,044,997 |
17,023,941 |
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Lynn M. Utter
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131,997,904 |
4,953,585 |
178,455 |
17,023,941 |
Item 2. Ratification of Auditors
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for 2022 was approved based on the following votes:
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For |
Against |
Abstentions |
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146,112,021 |
7,887,771 |
154,091 |
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 2022 Proxy Statement, was approved based on the following votes:
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For |
Against |
Abstentions |
Broker Non-Votes |
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116,751,870 |
19,668,575 |
709,498 |
17,023,941 |
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:
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For |
Against |
Abstentions |
Broker Non-Votes |
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127,323,368 |
9,269,953 |
536,622 |
17,023,941 |
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 chair was not approved based on the following votes:
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For |
Against |
Abstentions |
Broker Non-Votes |
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37,015,044 |
98,749,655 |
1,365,244 |
17,023,941 |
Item 6. Non-Binding Shareholder Proposal Regarding Ratification of Executive Termination Pay
The non-binding shareholder proposal to requesting that the Board seek shareholder approval or ratification of new or renewed pay 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:
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For |
Against |
Abstentions |
Broker Non-Votes |
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67,148,211 |
69,415,067 |
566,665 |
17,023,941 |
Item 9.01. Financial Statements and Exhibits.
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(c) |
Exhibits. |
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Exhibit Number |
Description |
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10.1* |
Amendment No. 1 to the Lincoln National Corporation 2020 Incentive Compensation Plan (effective May 27, 2022), incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No. 333-265314) filed with the SEC on May 31, 2022. |
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104 |
Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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* 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.
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LINCOLN NATIONAL CORPORATION |
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By |
/s/ Nancy A. Smith |
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Name: |
Nancy A. Smith |
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Title: |
Senior Vice President and Secretary |
Date: June 1, 2022