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
June 11, 2020
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.) |
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:
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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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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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Common Stock |
LNC |
New York Stock Exchange |
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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 June 11, 2020, at the Lincoln National Corporation (“Company”) 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”), the Company’s shareholders approved the Lincoln National Corporation 2020 Incentive Compensation Plan (the “2020 Plan”).
The 2020 Plan has a ten-year term, and provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units and other stock related awards, and performance or annual incentive awards to all employees, including officers, non-employee directors, agents, brokers and consultants of the Company and its subsidiaries, as the 2020 Plan administrator may determine. The 2020 Plan will be administered by the Compensation Committee of the Company’s Board of Directors, who will determine the terms and conditions of each award as set forth in a written award agreement. 5,200,000 shares of the Company’s common stock are authorized for issuance under the 2020 Plan.
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 24, 2020, at pages 67-75. The description of the 2020 Plan contained herein is qualified in its entirety by reference to the full text of the 2020 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s 2020 Annual Meeting was held on June 11, 2020. Shareholders voted as follows on the matters presented for a vote.
Item 1. Election of Directors
The ten nominees for election to the Board of Directors were elected, each for a term expiring at the Company’s 2021 annual meeting of shareholders, based upon the following votes:
Item 2. Ratification of Auditors
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for 2020 was approved based on the following votes:
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For |
Against |
Abstentions |
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155,515,572 |
12,847,870 |
208,678 |
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 2020 Proxy Statement, was approved based on the following votes:
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For |
Against |
Abstentions |
Broker Non-Votes |
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120,613,635 |
26,861,083 |
833,509 |
20,263,893 |
Item 4. Approval of Lincoln National Corporation 2020 Incentive Compensation Plan
The proposal to approve the 2020 Plan was approved based on the following votes:
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For |
Against |
Abstentions |
Broker Non-Votes |
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135,890,799 |
11,643,526 |
773,901 |
20,263,893 |
Item 5. Non-Binding Shareholder Proposal Regarding Amending Special Shareholder Meeting Right
The non-binding shareholder proposal to amend the Company’s special shareholder meeting right to remove the one-year stock holding requirement was not approved based on the following votes:
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For |
Against |
Abstentions |
Broker Non-Votes |
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13,049,901 |
134,641,504 |
616,971 |
20,263,743 |
Item 6. Non-Binding Shareholder Proposal Regarding Independent Board Chairman
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:
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For |
Against |
Abstentions |
Broker Non-Votes |
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35,601,277 |
112,131,801 |
575,299 |
20,263,743 |
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* |
Lincoln National Corporation 2020 Incentive Compensation Plan, incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed with the SEC on June 12, 2020. |
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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 15, 2020