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 26, 2017
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)

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

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))

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

On May 31, 2017, Lincoln National Corporation (the "Company") filed an amendment (the "Amendment") to the Company's Restated Articles of Incorporation (the "Articles") with the Secretary of State of Indiana.  The shareholders approved the Amendment at the Company's Annual Meeting of Shareholders on May 26, 2017 (the "2017 Annual Meeting").  

The Amendment eliminates the supermajority vote requirements applicable to certain sections of the Articles and replaces them with a simple majority vote standard.  Those provisions include: (i) the voting rights of preferred stock (of which none is currently issued and outstanding); (ii) restrictions on the sale of common stock in The Lincoln National Life Insurance Company (our primary insurance subsidiary); and (iii) shareholder's ability to amend our Amended and Restated Bylaws (the "Bylaws"). The Company disclosed these proposed amendments to the Articles as Proposal 5(A) in its definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2017 (the "2017 Proxy Statement").  These amendments required the affirmative vote of a majority of the votes cast.

The Amendment also permits shareholders to remove a director upon the affirmative vote of a majority of the votes cast, and eliminates the provision requiring a supermajority vote to amend this section.  The Company disclosed these proposed amendments to the Articles as Proposal 5(B) in the 2017 Proxy Statement.  These amendments required the affirmative vote of at least three-fourths of the outstanding shares entitle to vote at the 2017 Annual Meeting.

The Amendment also permits shareholders to approve certain business combinations upon the affirmative vote of a majority of the votes cast, and changes the provision requiring a supermajority vote to amend this section to a majority of the votes cast.  The Company disclosed these proposed amendments to the Articles as Proposal 5(C) in the 2017 Proxy Statement.  These amendments required the affirmative vote of at least three-fourths of the outstanding shares entitle to vote at the 2017 Annual Meeting.

On May 26, 2017, subsequent to the shareholder approval of the amendments to the Articles, a corresponding amendment to Article IX of our Bylaws, allowing for a majority of shareholders to amend the Bylaws, became effective.  Additionally, Article II, Section 1 was amended to remove references to the prior classified board structure.  

The forgoing descriptions of these amendments to the Articles are not complete and are qualified in their entirety by reference to the Articles of Amendment to the Articles dated May 26, 2017, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.  The foregoing description of the amendments to the Bylaws is not complete and is qualified in its entirety by reference to the amendments to the Bylaws dated May 26, 2017, which are filed as Exhibit 3.2 hereto and incorporated herein by reference.

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

The 2017 Annual Meeting was held on May 26, 2017.  At the 2017 Annual Meeting, shareholders:

·
elected ten directors, each for a term expiring at the Company's 2018 annual meeting of shareholders;

·
ratified the appointment of Ernst & Young LLP as the company's independent auditor for 2017;

·
approved, on an advisory basis, a resolution regarding the compensation paid to the Company's named executive officers as disclosed in the Company's 2017 Proxy Statement;

·
voted, on an advisory basis, in favor of holding future advisory votes on the compensation of named executive officers on an annual basis;

·
approved amendments to the Articles to change each supermajority vote requirement applicable to certain provisions including: (i) the voting rights of preferred stock; (ii) restrictions on the sale of common stock in The Lincoln National Life Insurance Company; and (iii) shareholder's ability to amend our Bylaws, to a majority vote requirement;

·
approved amendments to the Articles to change the supermajority vote requirement for shareholders to remove a director to a majority vote requirement; and

·
approved amendments to the Articles to change the supermajority vote requirement for shareholders to remove a director to a majority vote requirement.

In response to the vote results, the Board of Directors has determined that advisory votes on the compensation of named executive officers will be submitted to shareholders on an annual basis.

Item 1.   Election of Directors

For each nominee, the votes cast for, against, abstentions, and broker non-votes were as follows:

 
Aggregate Votes
 
Director Nominee
 
 
For
 
Against
 
Abstentions
Broker
Non-Votes
Deirdre P. Connelly
 
169,991,764
727,783
326,669
25,193,323
William H. Cunningham
 
165,552,683
5,172,228
321,305
25,193,323
Dennis R. Glass
 
168,952,653
1,600,367
493,196
25,193,323
George W. Henderson, III
 
167,229,386
3,394,303
422,527
25,193,323
Eric G. Johnson
 
159,344,060
11,365,694
336,462
25,193,323
Gary C. Kelly
 
169,994,607
725,605
326,004
25,193,323
M. Leanne Lachman
 
156,883,914
13,197,148
956,154
25,193,323
Michael F. Mee
 
165,222,442
5,414,209
409,565
25,193,323
Patrick S. Pittard
 
165,778,769
4,842,045
425,402
25,193,323
Isaiah Tidwell
 
166,930,257
3,774,164
341,795
25,193,323


Item 2.   Ratification of Auditors

The votes cast for and against this proposal, as well as the abstentions were as follows:

Aggregate Votes
 
For
Against
Abstentions
190,634,003
5,256,251
349,285

There were no broker non-votes for this item.


Item 3.   Advisory Resolution on Executive Compensation

The votes cast for, against, abstentions, and broker non-votes for this proposal were as follows:

Aggregate Votes
 
For
Against
Abstentions
Broker Non-Votes
155,489,586
14,471,008
1,085,322
25,193,623

Item 4.   Advisory Proposal on the Frequency of Future Advisory Proposals on Executive Compensation

The proposal to approve, on an advisory basis, the frequency of future advisory proposals on executive compensation received the following votes:

Aggregate Votes
 
One Year
 
Two Years
Three Years
Abstentions
Broker Non-Votes
151,484,377
326,849
18,668,077
566,613
25,193,623

Item 5.    Management Proposals to Approve Amendments to our Restated Articles of Incorporation to Remove Supermajority Vote Provisions Applicable to Certain Provisions

Item 5(A).  Amendments to the provisions regarding the Voting Rights of Preferred Stock, Prohibitions regarding shares of Stock in our Subsidiary and Future Amendments to the Bylaws.

The votes cast for, against, abstentions, and broker non-votes for this proposal were as follows:
Aggregate Votes
 
For
Against
Abstentions
Broker Non-Votes
169,280,895
1,248,840
516,481
25,193,323


Item 5(B).  Amendments to the provisions regarding the removal of directors.

The votes cast for, against, abstentions, and broker non-votes for this proposal were as follows:
Aggregate Votes
 
For
Against
Abstentions
Broker Non-Votes
169,178,254
1,328,328
539,634
25,193,323

Item 5(C).  Amendments to the provisions regarding the approval of certain business combinations.

The votes cast for, against, abstentions, and broker non-votes for this proposal were as follows:

Aggregate Votes
 
For
Against
Abstentions
Broker Non-Votes
169,168,071
1,177,218
700,927
25,193,323


Item 9.01.  Financial Statements and Exhibits

(d) Exhibits.
 
 
 
Exhibit
Number
 
Description
3.1
Articles of Amendment to LNC's Restated Articles of Incorporation
3.2
Amendment to LNC's Amended and Restated Bylaws

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/ Andrea D. Goodrich
       
Name:
Andrea D. Goodrich
       
Title:
Senior Vice President and
         
Secretary



Date:  June 1, 2017

 
EXHIBIT INDEX

 
Exhibit
Number
 
Description
3.1
Articles of Amendment to LNC's Restated Articles of Incorporation
3.2
Amendment to LNC's Amended and Restated Bylaws

EXHIBIT 3.1

ARTICLES OF AMENDMENT
OF THE
RESTATED ARTICLES OF INCORPORATION
OF
LINCOLN NATIONAL CORPORATION
The undersigned officer of Lincoln National Corporation (the "Corporation"), a corporation existing pursuant to the Indiana Business Corporation Law, as amended (the "Act"), desiring to give notice of corporate action effectuating the amendment of its Articles of Incorporation, hereby sets forth the following facts:


ARTICLE I
Name of the Corporation; Date of Incorporation

The name of the Corporation is Lincoln National Corporation.  The date of incorporation of the Corporation is January 5, 1968.


ARTICLE II
Amendment

Section 1.   Article II of the Restated Articles of Incorporation is hereby amended by deleting the seventh and eighth paragraphs of Section 5 thereof in their entirety and replacing such paragraphs with the following:

"Any Director or Directors elected by the holders of Preferred Stock, voting as a class pursuant to this Section, may be removed, with or without cause, only by a vote of the holders of a majority of the shares of Preferred Stock taken at a meeting as provided by Section 4 of Article III of these Articles of Incorporation.

The Corporation shall not, without the approval of the holders of a majority of the Preferred Stock, voting as a class:

(a)
Amend these Articles of Incorporation to create or authorize any kind of stock ranking prior to or on a parity with the Preferred Stock with respect to payment of dividends or distribution on dissolution, liquidation or winding up, or create or authorize any security convertible into shares of stock of any such kind; or

(b)
Amend, alter, change or repeal any of the express terms of the Preferred Stock, or of any series thereof, then outstanding in a manner prejudicial to the holders thereof; provided, that if any such amendment, alteration, change or repeal would be prejudicial to the holders of one or more, but not all, of the series of the Preferred Stock at the time outstanding, only such consent of the holders of two-thirds of the total number of outstanding shares of all series so affected shall be required, unless a different or greater vote shall be required by law; or

(c)
Authorize the voluntary dissolution of the Corporation or any revocation of dissolution proceedings theretofore approved, authorize the sale, lease, exchange, or other disposition of all or substantially all of the property of the Corporation, or approve any limitation of the term of existence of the Corporation; or

(d)
Merge or consolidate with another corporation in such manner that the Corporation does not survive as a continuing entity, if thereby the rights, preferences, or powers of the Preferred Stock would be adversely affected, or if there would thereupon be authorized or outstanding securities which the Corporation, if it owned all of the properties then owned by the resulting corporation, could not create without the approval of the holders of the Preferred Stock."

Section 2.   Article III of the Restated Articles of Incorporation is hereby amended by deleting Section 4 thereof in its entirety and replacing such section with the following:

"Section 4.  Removal.   Any or all of the members of the Board of Directors may be removed, with or without cause, at a meeting of shareholders called expressly for that purpose by a majority of votes cast by the holders of shares entitled to vote in the election of Directors."

Section 3 . Article III of the Restated Articles of Incorporation is hereby further amended by deleting Section 5 thereof in its entirety and renumbering Section 6 thereof as " Section 5. "

Section 4 . Article IV of the Restated Articles of Incorporation is hereby amended by deleting Sections 1 and 2 thereof in their entirety and replacing such sections with the following:

" Section 1.  Shares of Subsidiary Stock.   No shares of the Common Stock of The Lincoln National Life Insurance Company owned by the Corporation shall be sold, leased, exchanged, mortgaged, pledged, or otherwise disposed of except by a majority of the votes cast by the holders of shares entitled to vote thereon at an annual or special meeting of the shareholders held upon notice which includes notice of the proposed sale, lease, exchange, mortgage, pledge, or other disposition.

Section 2.  Amendment of the Bylaws .  The bylaws may be altered, amended or repealed and new bylaws may be made by a majority of the whole board of directors at any regular or special meeting of the board of directors.  Any bylaws made by the directors under the powers conferred hereby may be altered, amended or repealed by the directors or shareholders, provided, however, that no bylaw may be adopted that is inconsistent with the Indiana Business Corporation Law, as the same may be amended from time to time.  Notwithstanding the foregoing and anything in these Articles of Incorporation to the contrary, Sections 2, 5, 10, 11, 12 and 13 of Article I, Sections 1, 2, 3, 4, 5, 6, 7 and 10 of Article II, and all sections of Articles VII, VIII and IX of the bylaws of the Corporation shall not be altered, amended or repealed by the shareholders and no provision inconsistent therewith shall be adopted without either:
a.   the approval of the board of directors, or
b.
at any regular or special meeting of the shareholders upon by the approval of a majority of the votes cast by the holders of shares entitled to vote generally in the election of directors if notice of such alteration, amendment or repeal is contained in the notice of such meeting."

Section 5 .  Article V of the Restated Articles of Incorporation is hereby amended by deleting Section 1, Clause (a) in its entirety and replacing such section with the following:

" Section 1.  Vote Required.

Clause (a).  Vote for Certain Business Combinations.   In addition to any affirmative vote required by law or these Articles of Incorporation, and except as otherwise expressly provided in Section 2 of this Article V:

1.
any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (A) any Interested Shareholder (as hereinafter defined), or (B) any other corporation (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Shareholder; or

2.
any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of any assets, of the Corporation or any Subsidiary, having an aggregate Fair Market Value of $1,000,000 or more; or

3.
the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Shareholder or any Affiliate of any Interested Shareholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; or

4.
the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Shareholder or any Affiliate of any Interested Shareholder; or

5.
any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Shareholder or any Affiliate of any Interested Shareholder;

shall require the approval of a majority of the votes cast by holders of shares entitled to vote at an election of directors (the "Voting Stock"), voting together and not by class (it being understood that for purposes of this Article V, each share of the Voting Stock shall have the number of votes granted to it pursuant to Article II of these Articles of Incorporation).  Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise."

Section 6 .  Article V of the Restated Articles of Incorporation is hereby further amended by deleting Section 6 thereof in its entirety and replacing such section with the following:

" Section 6. Amendment, Repeal, etc.   Notwithstanding any other provisions of these Articles of Incorporation or the bylaws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, in these Articles of Incorporation or the bylaws of the Corporation), the approval of a majority of the votes cast by holders of shares of Voting Stock, voting together and not by class, shall be required to alter, amend, repeal, or adopt provisions inconsistent with, this Article V of these Articles of Incorporation."

ARTICLE III

Manner and Date of Adoption

This amendment was adopted by the Board of Directors of the Corporation on February 22, 2017, for approval by the shareholders at the Annual Meeting on May 26, 2017, on which date the shareholders approved adoption of this amendment.



ARTICLE IV

Compliance with Legal Requirements

The manner of adoption of the foregoing amendment to the Restated Articles of Incorporation and the vote by which it was adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation and the Bylaws of the Corporation.

IN WITNESS WHEREOF, I hereby verify subject to the penalties of perjury, that the statements contained herein are true, this 26 th day of May, 2017.


Lincoln National Corporation



By: /s/ Dennis R. Glass
Name: Dennis R. Glass
Title:   President and Chief Executive Officer
EXHIBIT 3.2

AMENDMENT TO THE AMENDED AND RESTATED
BYLAWS OF LINCOLN NATIONAL CORPORATION
(Effective May 26, 2017)

ARTICLE II.


Board of Directors
Section 1.   General Powers, Number, Classes and Tenure .  The business of the corporation shall be managed by a board of directors.  The number of directors which shall constitute the whole board of directors of the corporation shall be eleven.  The number of directors may be increased or decreased from time to time by amendment of these bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.  The directors shall be divided into three classes, each class to consist, as nearly as may be, of one-third of the number of directors then constituting the whole board of directors, with one class to be elected annually by shareholders for a term of three years, to hold office until their respective successors are elected and qualified; except that
(1)   the terms of office of directors initially elected shall be staggered so that the term of office of one class shall expire in each year;
(2)   the term of office of a director who is elected by either the directors or shareholders to fill a vacancy in the board of directors shall expire at the end of the term of office of the succeeded director's class or at the end of the term of office of such other class as determined by the board of directors to be necessary or desirable in order to equalize the number of directors among the classes;
(3)   the board of directors may adopt a policy limiting the time beyond which certain directors are not to continue to serve, the effect of which may be to produce classes of unequal size or to cause certain directors either to be nominated for election for a term of less than three years or to cease to be a director before expiration of the term of the director's class.

In case of any increase in the number of directors, the additional directors shall be distributed among the several classes to make the size of the classes as equal as possible.  The classes and terms of directors shall not be governed by Indiana Code Section 23-1-33-6(c).
Commencing at the annual meeting of shareholders that is held in calendar year 2015, directors shall be elected annually for terms of one year, except that any director in office at the 2015 annual meeting whose term expires at the annual meeting of shareholders to be held in calendar year 2016 or 2017 shall continue to hold office until the end of the applicable term for which such director was elected and until such director's successor shall have been elected and qualified, but subject to prior death, resignation, retirement, disqualification or removal from office.  At each annual meeting thereafter , all directors shall be elected for terms expiring at the next annual meeting of shareholders and until such director's successor shall have been elected and qualified, but subject to prior death, resignation, retirement, disqualification, decrease in the number of directors or removal from office.


ARTICLE IX.


Amendments
These bylaws may be altered, amended or repealed and new bylaws may be made by a majority of the whole board of directors at any regular or special meeting of the board of directors.  Any bylaws made by the directors under the powers conferred hereby may be altered, amended or repealed by the directors or shareholders, provided, however, that no bylaw may be adopted that is inconsistent with the Indiana Business Corporation Law, as the same may be amended from time to time.  Notwithstanding the foregoing and anything in these Bylaws or the Articles of Incorporation to the contrary, Sections 2, 5, 10, 11, 12 and 13 of Article I, Sections 1, 2, 3, 4, 5, 6, 7 and 10 of Article II, and all sections of Articles VII, VIII and IX of these bylaws shall not be altered, amended or repealed by the shareholders and no provision inconsistent therewith shall be adopted without either:
(1)
the approval of the board of directors, or
at any regular or special meeting of the shareholders ,   upon the affirmative vote of a majority of the votes cast the   by holders of three-fourths (3/4) or more of the combined voting power of the outstanding shares of the corporation entitled to vote generally in the election of directors if notice of such alteration, amendment or repeal is contained in the notice of such meeting.