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
January
12,
2006
Date
of
Report (Date of earliest event reported)
Lincoln
National
Corporation
(Exact
name of registrant as specified in its charter)
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Indiana
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1-6028
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35-1140070
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1500
Market Street, West Tower, Suite 3900, Philadelphia, Pennsylvania
19102-2112
(Address
of principal executive offices) (Zip Code)
(215)
448-1400
(Registrant’s
telephone number)
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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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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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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Item
1.01 Entry into a Material Definitive Agreement.
On
January 12, 2006, our board of directors approved the following changes to
certain outstanding awards granted pursuant to the Lincoln National Corporation
1993 Stock Plan for Non-Employee Directors, which we refer to as the
Plan:
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(1)
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Amendment
number 2 to the Plan accelerating the vesting of all restricted shares
such that 25% of each restricted stock grant will vest on the later
of
February 1, 2006 or the first anniversary of grant date, another
25% will
vest on the later of February 1, 2006 or the second anniversary of
grant
date, another 25% will vest on the later of February 1, 2006 or the
third
anniversary of grant date, and the final 25% will vest on the later
of
February 1, 2006 or the fourth anniversary of grant date. The amendment
is
effective February 1, 2006.
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(2)
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An
amendment of all outstanding option award agreements to allow directors
who are requested to resign from the board of directors, and actually
do
resign, for reasons other than for cause (as defined in the Plan),
to
exercise their options for a period of three months after leaving
the
board of directors.
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Amendment
No. 2 to the Plan is included as Exhibit 10.1 and the amendment of the
outstanding option awards is included as Exhibit 10.2.
Item
8.01 Other Events.
On
January 12, 2006, we issued a press release announcing that our board of
directors authorized the repurchase of up to $1.6 billion of our securities.
This authority is in addition to the $221.6 million, remaining from the previous
securities repurchase authority, for a combined repurchase authority totaling
$1.82 billion. Under this authority and without further announcement, we may
repurchase securities in such amounts at such times, as we deem appropriate.
Purchases may be made on the various stock exchanges, by block trades, in
privately negotiated transactions, or by such other means as it deems
appropriate. A copy of the press release is included as Exhibit
99.1.
Item
9.01. Financial Statements and Exhibits.
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(c)
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The
following exhibit is included
herewith.
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Exhibit
Number
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Description
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10.1
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Amendment
No. 2 to the Lincoln National Corporation 1993 Stock Plan for Non-Employee
Directors (effective February 1, 2006).
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10.2
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Amendment
of outstanding option agreements under the
Lincoln
National Corporation 1993 Stock Plan for Non-Employee
Directors
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99.1
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Press
Release dated January 12, 2006
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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/ Douglas N.
Miller
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Name:
Douglas N. Miller
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Title:
Vice President and
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Chief
Accounting Officer
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Date:
January 12, 2006
Exhibit
Index
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Exhibit
Number
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Description
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10.1
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Amendment
No. 2 to the Lincoln National Corporation 1993 Stock Plan for Non-Employee
Directors (effective February 1, 2006).
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10.2
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Amendment
of outstanding option agreements under the
Lincoln
National Corporation 1993 Stock Plan for Non-Employee
Directors
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99.1
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Press
Release dated January 12, 2006
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Exhibit
10.1
AMENDMENT
NO. 2
TO
THE
LINCOLN
NATIONAL CORPORATION
1993
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
Effective
February 1, 2006
This
Amendment amends the Lincoln National Corporation 1993 Stock Plan for
Non-Employee Directors, As Amended and Restated Effective May 8, 2003 (the
“1993
Stock Plan”). The Amendment is effective as of the 1
st
day of
February, 2006.
The
Plan
is amended as follows:
1.
The
current Section 3.1(c) is replaced in its entirety with the following new
Section 3.1(c):
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“(c)
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Vesting
of Restricted Shares.
Upon vesting, except as provided in Article XI, all restrictions
applicable to such Restricted Shares shall
lapse.
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(i)
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Vesting
of Shares.
Effective
February 1, 2006, all previously granted Restricted Shares shall be
subject to the following vesting
schedule:
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●
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25%
of Restricted Shares shall vest on the later of February 1, 2006
or the
first anniversary of grant date;
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25%
of Restricted Shares shall vest on the later of February 1, 2006
or the
second anniversary of grant date;
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●
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25%
of Restricted Shares shall vest on the later of February 1, 2006
or the
third anniversary of grant date;
and
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●
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25%
of Restricted Shares shall vest on the later of February 1, 2006
or the
fourth anniversary of grant date.
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(ii)
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Accelerated
Vesting Upon Termination of Directorship
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If a Non-Employee Director ceases to be a director of the Corporation
and
its subsidiaries by reason of Disability, Death, Retirement or Change
of
Control (as defined in subparagraphs (c)(iii), (iv) and (v) below),
the
Restricted Shares granted to Non-Employee Directors, and any Dividend
Equivalent Payments on such shares accumulated for such Non-Employee
Director shall immediately vest. If a Non-Employee Director ceases
to be a
director of the Corporation and its subsidiaries for any other reason,
the
Non-Employee Director shall immediately forfeit all Restricted Shares,
except to the extent that such shares have vested under the scheduled
provided in subparagraph (c)(i) above.
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(iii)
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Disability
.
For purposes of this Section 3.1(c), “Disability” shall mean a permanent
and total disability as defined in Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended.
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(iv)
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Retirement
.
For purposes of this Section 3.1(c), “Retirement” shall mean ceasing to be
a director of the Company (A) on or after age 70, or (B) on or after
age
65 with the consent of a majority of the members of the Board of
Directors
of the Corporation other than the Non-Employee
Director.
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(v)
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Change
of Control
.
For purposes of this Section 3.1(c), “Change of Control” shall have the
same meaning as in the Lincoln National Corporation Executives’ Severance
Benefit Plan on the date that is six (6) months immediately preceding
the
“Change of Control.””
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2.
A new
Section 12.7 is added to the Plan, to read as follows:
“12.7
Definition
of “Cause.” For purposes of this Plan, and for any Awards granted pursuant to
the terms of this Plan, Cause shall mean: (i) the conviction of a felony, or
other fraudulent or willful misconduct materially and demonstrably injurious
to
the business or reputation of the Corporation by the Non-Employee Director;
or
(ii) the willful and continued failure of the Director to substantially perform
his or her duties for the Corporation (other than such failure resulting from
incapacity due to physical or mental illness as determined by a physician
proposed by the Corporation and reasonably acceptable to the Non-Employee
Director), after a written demand for substantial performance is delivered
to
the Non-Employee Director by a majority of the Board of Directors of the
Corporation which specifically identifies the manner in which the Board believes
that the Non-Employee Director has not substantially performed his or her
duties. No act, or omission to act, on the part of the Non-Employee Director
shall be considered “willful” unless such act or omission is the result of the
Non-Employee Director’s bad faith or acting without reasonable belief that his
or her action or omission was in the best interests of the
Corporation.”
Exhibit
10.2
New
Language Amending Outstanding Option Agreements Under Plan
(to
be sent to each Non-Employee Director via letter)
Section
3
of each outstanding Option Agreement for Non-Employee Directors is hereby
amended in its entirety to read as follows:
“3.
Exercise Period
Grantee
may exercise all or part of the Option for vested Shares on any LNC business
day
at LNC’s executive offices until the first to occur of:
(a)
the
tenth
anniversary of the Date of Grant;
(b)
the
first
anniversary of the date the Grantee ceases to be a director with LNC on account
of death or Disability, as defined in paragraph 2);
(c)
the
fifth
anniversary of Grantee’s Retirement (as defined in paragraph 2);
(d)
the
date
that is three (3) months after the date on which the Grantee, having been
requested to resign for reasons other than for Cause, as defined in Section
12.7
of the Plan, actually resigns; or
(e)
the
date
that Grantee ceases to be a director with LNC for any reason other than those
described in (b), (c), or (d) of this paragraph.”
NEWS
RELEASE
LNC
Board Authorizes Additional Securities Repurchases
PHILADELPHIA,
January 12, 2006
—
The
board of directors of Lincoln National Corporation (NYSE:LNC), the parent
company of the Lincoln Financial Group of companies, authorized the repurchase
of up to $1.6 billion of Lincoln National securities. This authority is in
addition to the $221.6 million, remaining from the previous securities
repurchase authority, for a combined repurchase authority totaling $1.82
billion. Under this authority and without further announcement, Lincoln National
may repurchase securities in such amounts at such times, as it deems
appropriate. Purchases may be made on the various stock exchanges, by block
trades, in privately negotiated transactions, or by such other means as it
deems
appropriate.
Lincoln
Financial Group is the marketing name for Lincoln National Corporation and
its
affiliates. With headquarters in Philadelphia, Lincoln Financial Group has
consolidated assets of $122 billion as of September 30, 2005, and had annual
consolidated revenues of $5.4 billion in 2004. Through its wealth accumulation,
retirement income and wealth protection businesses, the company provides
annuities, life insurance, 401(k) and 403(b) plans, savings plans, mutual funds,
managed accounts, institutional investment, and comprehensive financial planning
and advisory services. For more information please visit www.lfg.com
<http://www.lfg.com/>.
***
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Contacts:
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Jim
Sjoreen
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215
448-1420
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Vice
President, Investor Relations
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investorrelations@LFG.com
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Tom
Johnson
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215
448-1454
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Second
Vice President, Media Relations
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mediarelations@LFG.com
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