LINCOLN NATIONAL CORP 0000059558 false 0000059558 2022-03-07 2022-03-07

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

 

March 7, 2022

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)

 

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:

 

☐

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))

 

__________________________________

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock

LNC

New York Stock Exchange

__________________________________

 

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 Principal Officers; Compensatory Arrangements of Certain Officers.

 

On March 7, 2022, Lincoln National Corporation (the “Corporation” or “LNC) announced that Adam Cohen has been named to serve as Chief Accounting Officer for the Corporation.  Effective the same date, Randal J. Freitag ceased to serve as the Corporation’s Interim Chief Accounting Officer.  Mr. Freitag continues to serve as the Corporation’s Executive Vice President, Chief Financial Officer and Head of Individual Life.

 

Prior to joining the Corporation, Mr. Cohen, age 37, served since 2020 as Chief Financial Officer at Archwell Holdings, LLC, a holding company with a portfolio of corporate services, technology, and consulting companies focused on the mortgage and finance industry.  From 2007 to 2020, he was a Senior Manager in the audit practice at Ernst & Young LLP, where he focused on insurance clients.

 

Mr. Cohen will receive an annual base salary of $400,000 and a target award of 65% of his base salary under the Corporation's annual incentive program (“AIP”), in each case subject to approval by the Compensation Committee (the “Committee”) of the LNC Board of Directors. In addition, in 2023, he will receive a target award of $340,000 under the Corporation's long-term incentive program (“LTIP”), subject to approval by the Committee. The AIP and LTIP are both established under our shareholder-approved 2020 Lincoln National Corporation Incentive Compensation Plan.  The Committee established the performance measures and target performance goals for the 2022 AIP at its regular meeting on February 16, 2022.  The Committee will establish the performance measures and target performance goals for the 2023 LTIP at its regular meeting in February 2023. Any awards under the AIP and LTIP will be paid out after the end of the applicable performance period only upon the Committee's determination that threshold performance has been achieved for the performance measures.

 

Mr. Cohen will also be eligible to participate in the Corporation’s Executive Severance Benefit Plan, or change of control plan, and the Severance Plan for Officers of the Corporation, both of which are described in the Corporation’s Proxy Statement filed with the Securities and Exchange Commission on April 16, 2021.

 

Mr. Cohen was not appointed as an officer pursuant to any arrangements or understandings with the Corporation or with any other person.  He has no family relationships with any of the Corporation’s directors or executive officers, and there are no transactions that are required to be disclosed with respect to Mr. Cohen pursuant to Item 404(a) of Regulation S-K.

 

A copy of the Corporation's press release announcing Mr. Cohen’s appointment is attached hereto as Exhibit 99.1.

 

Item 9.01.  Financial Statements and Exhibits.

 

 

(d)

Exhibits.  

 

 

 

Exhibit

Number

Description

99.1

Press Release dated March 7, 2022.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 


 

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:  March 7, 2022

 

 

 

Exhibit 99.1

 

 

LINCOLN FINANCIAL GROUP WELCOMES ADAM COHEN AS CHIEF ACCOUNTING OFFICER

 

 

RADNOR, Pa., March 7, 2022 – Lincoln Financial Group (NYSE: LNC) announced today that Adam Cohen has been named Chief Accounting Officer. Cohen joins Lincoln after serving as Chief Financial Officer at Archwell Holdings LLC, where he oversaw company finance and accounting, M&A due diligence, new entity modeling and organizational setup, and investment decisions.

“I couldn’t be more excited to welcome Adam to team Lincoln,” said Randy Freitag, Executive Vice President, Chief Financial Officer and head of Individual Life. “Adam was carefully selected to lead Lincoln’s Chief Accounting Organization’s efforts in achieving our long-term goals, and I look forward to working with him.”

Prior to joining Archwell, Cohen spent 13 years at Ernst & Young in the audit practice, where he focused solely on insurance clients.

“I’m thrilled to join Lincoln Financial – I’ve admired Lincoln since my exposure to the company at the beginning of my career, and I’m excited and honored to join a company with such a strong history of helping Americans reach their financial goals,” said Cohen.

A certified public accountant, Cohen graduated from Bucknell University with a B.S. in Business Administration, General Management. He holds a Master’s in Accounting from the University of Virginia and an MBA in Finance from the Wharton School of the University of Pennsylvania.

 

About Lincoln Financial

Lincoln Financial Group provides advice and solutions that help people take charge of their financial lives with confidence and optimism. Today, more than 17 million customers trust our retirement, insurance and wealth protection expertise to help address their lifestyle, savings and income goals, and guard against long-term care expenses. Headquartered in Radnor, Pennsylvania, Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. The company had $324 billion in end-of-period account values as of December 31, 2021. Lincoln Financial Group is a committed corporate citizen included on major sustainability indices including the Dow Jones Sustainability Index North America and FTSE4Good and ranks among Newsweek’s Most Responsible Companies. Dedicated to diversity, equity and inclusion, we are included on transparency benchmarking tools such as the Corporate Equality Index, the Disability Equality Index and the Bloomberg Gender-Equality Index.  Committed to providing our employees with flexible work arrangements, we were named to FlexJobs’ list of the Top 100 Companies to Watch for Remote Jobs in 2022. Learn more at: www.LincolnFinancial.com. Follow us on Facebook, Twitter, LinkedIn, and Instagram. Sign up for email alerts at http://newsroom.lfg.com.

 

 

 

Media Contact:

 

Jennifer Micklow

Jennifer.Micklow@lfg.com