As filed with the Securities and Exchange Commission on May 31, 2022
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File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lincoln National Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Indiana (State or Other Jurisdiction of |
35-1140070 (I.R.S. Employer |
150 N. Radnor-Chester Road
Radnor, PA 19087
(Address of Principal Executive Offices) (Zip Code)
Lincoln National Corporation
2020 Incentive Compensation Plan
(Full Title of Plan)
Nancy A. Smith
Senior Vice President and Secretary
Lincoln National Corporation
150 N. Radnor-Chester Road
Radnor, PA 19087
(Name and Address of Agent for Service)
(484) 583-1400
(Telephone Number, including area code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer [X] |
Accelerated filer [ ] |
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Non-accelerated filer [ ] |
Smaller reporting company [ ] |
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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 7(a)(2)(B) of Securities Act. [ ]
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, Lincoln National Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register an additional 1,850,000 shares of its common stock, no par value, that may be issued under the Lincoln National Corporation 2020 Incentive Compensation Plan (the “Plan”), following the amendment to the Plan to increase the number of shares issuable under the Plan that was approved by the Registrant’s shareholders on, and became effective as of, May 27, 2022. This Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-239117) filed with the Securities and Exchange Commission on June 12, 2020 to the extent not superceded hereby.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed by Lincoln National Corporation (the “Corporation”) with the Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in the Registration Statement:
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•the Corporation’s Annual Report on Form 10-K (File No. 1-6028) for the fiscal year ended December 31, 2021, filed with the Commission on February 17, 2022; |
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•the Corporation’s Quarterly Report on Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2022, filed with the Commission on May 5, 2022; |
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•the Corporation’s Current Reports on Form 8-K (File No. 1-6028) filed with the Commission on March 1, 2022, March 7, 2022 and April 11, 2022; and |
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•the description of the Corporation’s Common Stock contained in Form 10 filed with the Commission on April 28, 1969 (File No. 1-6028), including any amendments or reports filed for the purpose of updating that description. |
Except to the extent that information therein is deemed furnished and not filed pursuant to the Exchange Act, each document filed subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained therein (or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.
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Item 8. Exhibits.
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No. |
Exhibit |
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Restated Articles of Incorporation of the Corporation, incorporated by reference to Exhibit 3.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on August 14, 2017. |
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Amended and Restated Bylaws of the Corporation (effective November 1, 2021), incorporated by reference to Exhibit 3.1 to the Corporation’s Form 8-K (File No. 1-6028) filed with the Commission on August 23, 2021. |
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4.3* |
Lincoln National Corporation 2020 Incentive Compensation Plan, incorporated by reference to Exhibit 4.3 to LNC’s Registration Statement on Form S-8 (File No. 333-239117) filed with the SEC on June 12, 2020. |
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4.4* |
Amendment No. 1 to Lincoln National Corporation 2020 Incentive Compensation Plan (effective May 27, 2022). |
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Opinion of Eric B. Wilmer, Esq., as to the legality of the securities being registered. |
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
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Consent of Eric B. Wilmer, Esq. (included in Exhibit 5.1). |
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Power of Attorney (contained on signature pages of this Registration Statement). |
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Filing Fee Table |
* This exhibit is a management contract or a compensatory plan or arrangement.
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Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on the 31st day May, 2022.
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LINCOLN NATIONAL CORPORATION |
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By: |
/s/ Randal J. Freitag |
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Randal J. Freitag, Executive Vice |
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President and Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby makes, designates, constitutes and appoints Craig T. Beazer, Nancy A. Smith and Claire H. Hanna, and each of them (with full power and authority to act without the other), his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Date |
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/s/ Ellen G. Cooper Ellen G. Cooper |
Director, President and Chief Executive Officer (Principal Executive Officer) |
May 31, 2022
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/s/ Randal J. Freitag Randal J. Freitag |
Executive Vice President and Chief Financial Officer |
May 31, 2022
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/s/ Adam Cohen Adam Cohen |
Senior Vice President and Chief Accounting Officer |
May 31, 2022
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/s/ Deirdre P. Connelly |
Director |
May 31, 2022
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/s/ William H. Cunningham William H. Cunningham |
Director |
May 31, 2022
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/s/ Reginald E. Davis Reginald E. Davis |
Director |
May 31, 2022
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/s/ Dennis R. Glass Dennis R. Glass |
Director |
May 31, 2022
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/s/ Eric G. Johnson Eric G. Johnson |
Director |
May 31, 2022
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/s/ Gary C. Kelly Gary C. Kelly |
Director |
May 31, 2022
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M. Leanne Lachman |
Director |
May 31, 2022
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/s/ Dale Le Febvre Dale LeFebvre |
Director |
May 31, 2022
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/s/ Janet Liang Janet Liang |
Director |
May 31, 2022
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/s/ Michael F. Mee Michael F. Mee |
Director |
May 31, 2022
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/s/ Patrick S. Pittard Patrick S. Pittard |
Director |
May 31, 2022
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/s/ Lynn M. Utter Lynn M. Utter |
Director |
May 31, 2022
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Exhibit 107
CALCULATION OF FILING FEE TABLES
FORM S-8
(Form Type)
Lincoln National Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security |
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Security |
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Fee |
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Amount |
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Proposed |
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Maximum Price |
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Fee Rate |
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Amount of |
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Equity |
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Common Stock (No Par Value) |
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Rule 457(c) |
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1,850,000(2) |
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$52.71 |
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$97,513,500(3) |
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$.0000927 |
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$9,039.50(3) |
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Total Offering Amounts |
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$97,513,500 |
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$9,039.50 |
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Total Fee Offsets |
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-- |
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Net Fee Due |
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$9,039.50 |
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are being registered such additional shares as may be issuable pursuant to the anti-dilution provisions of the Lincoln National Corporation 2020 Incentive Compensation Plan (the “Plan”), by reason of stock splits, stock dividends, recapitalizations or similar transactions. The shares of common stock to which this Registration Statement relates are to be issued upon exercise of options and in connection with certain other stock-related awards, all of which will be granted or awarded under the Plan for no consideration.
(2) Represents an additional 1,850,000 shares of Common Stock registered for issuance under the Plan as a result of an amendment to the Plan that increased the number of shares available for issuance.
(3) Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $52.71 per share, which is the average of the high and low sale prices of the Registrant’s common stock as reported on the New York Stock Exchange on May 24, 2022. |
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Exhibit 4.4
Amendment No. 1 to the
Lincoln National Corporation
2020 Incentive Compensation Plan
Pursuant to Section 11(c) of the Lincoln National Corporation 2020 Incentive Compensation Plan (the “Plan”), the Board of Directors of Lincoln National Corporation (“Board”) amends the Plan as follows, subject to the approval of the Company’s shareholders:
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1. |
Section 4(a) of the Plan is amended in its entirety and replaced with the following: |
“(a)Overall Number of Shares Available for Delivery. Subject to adjustment as provided in Section 10(c), (i) the total number of Shares reserved and available for delivery in connection with Awards under the Plan shall be 7,050,000 and (ii) the total number of Shares with respect to which Stock Options intended to be ISOs may be granted under the Plan shall not exceed 2,000,000.”
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This Amendment No. 1 to the Plan has been duly adopted by the Board and shall be effective upon approval by the Company’s shareholders. |
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In all other respects, the Plan shall remain in full force and effect. |
Exhibit 5.1
[Letterhead of Eric B. Wilmer]
May 31, 2022
Lincoln National Corporation
150 N. Radnor-Chester Road
Radnor, Pennsylvania 19087
Ladies and Gentlemen:
I have acted as counsel to Lincoln National Corporation, an Indiana corporation (the "Company"), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, with respect to the offer and sale of up to 1,850,000 shares of the Company's common stock, without par value, ("Common Stock") under the Lincoln National Corporation 2020 Incentive Compensation Plan, as amended (the "Plan"). Terms defined in the Registration Statement and not otherwise defined herein are used with the meanings as so defined.
In so acting, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as I have deemed relevant and necessary as a basis for the opinion hereinafter set forth. I have also made such inquiries of such officers and representatives as I have deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of documents submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents.
Based on the foregoing, and subject to the qualifications stated herein, I am of the opinion that the Common Stock issuable pursuant to the Registration Statement and the Plan will be, when issued in accordance with the terms of the Plan, validly issued, fully paid and nonassessable.
The opinion herein is limited to the corporate laws of the State of Indiana, and I express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction.
I consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Eric B. Wilmer
Eric B. Wilmer
Assistant Vice President, Senior Counsel
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2020 Incentive Compensation Plan of Lincoln National Corporation of our reports dated February 17, 2022, with respect to the consolidated financial statements and financial statement schedules of Lincoln National Corporation and the effectiveness of internal control over financial reporting of Lincoln National Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
May 31, 2022