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 12, 2023
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 |
Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D |
LNC PRD |
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 May 12, 2023, the Executive Committee of the Board of Directors of Lincoln National Corporation (the “Company” or “LNC”) adopted an amendment (the “Amendment”) to the LNC Executives’ Severance Benefit Plan (the “CoC Plan”), which provides potential benefits to certain Company executives in the event of a change of control of the Company. The Amendment (i) decreased the potential amount of cash severance benefit payable to the Company’s Chief Executive Officer (“CEO”) under the CoC Plan from 3.0 times to 2.99 times the sum of the CEO’s base salary plus target annual bonus opportunity, as set forth in Section 5(b) of the CoC Plan, and (ii) removed from Section 7(c) of the CoC Plan a provision that had stated that a termination of employment initiated by the CEO for any reason during the two-year period commencing on the date of a change of control would be deemed to be a termination for “good reason” for all purposes under the CoC Plan.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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(d) |
Exhibits. |
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Exhibit Number |
Description |
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10.1 |
Amendment No. 2 to the LNC Executives’ Severance Benefit Plan (effective May 12, 2023).* |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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* This exhibit is a management contract or compensatory plan or arrangement. |
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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/ Nancy A. Smith |
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Name: |
Nancy A. Smith |
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Title: |
Senior Vice President and Secretary |
Date: May 12, 2023
Exhibit 10.1
Amendment No. 2
LINCOLN NATIONAL CORPORATION
EXECUTIVES’ SEVERANCE BENEFIT PLAN
Pursuant to its authority under Section 14 of the Lincoln National Corporation Executives’ Severance Benefit Plan (the “Plan”), the Board of Directors of the Corporation hereby amends the Plan as set forth below:
1.Amend Section 5(b) of the Plan in its entirety to provide as follows:
Section 5.Plan Benefits.
“(b)Cash Severance Payment. The amount of the cash severance benefit paid under this Plan shall be (A) in the case of the CEO of the Corporation, an amount equal to two and ninety-nine hundredths (2.99) times the CEO’s highest annual rate of base salary during the 12 month period immediately preceding the date that the CEO Separates from Service, plus two and ninety-nine hundredths (2.99) times the CEO’s Target Bonus, and (B), in the case of all other Executives, an amount equal to two (2) times the Executive’s highest annual rate of base salary during the 12 month period immediately preceding the date that the Executive Separates from Service, plus two (2) times the Target Bonus for such Executive. For purposes of this Plan, “Target Bonus” equals the higher of: (a) the target annual incentive bonus approved for the CEO or Executive for the calendar year in which the CEO or Executive Separated from Service, or (b) the target annual incentive bonus approved for the CEO or Executive for the year in which the Change of Control occurred.”
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2. |
Amend Section 7(c) of the Plan in its entirety to provide as follows: |
Section 7.Payment of Severance Benefits.
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“(c)Termination for “Good Reason. The Executive may initiate the termination of his or her employment for Good Reason during the Benefit Period. As used in this Plan, “Good Reason” means, without the Executive’s written consent:
(i) an adverse and material change in the Executive’s status, positions or responsibilities as compared to the Executive’s status, position or responsibilities as in effect prior to such change. Notwithstanding the foregoing, neither an increase in the scope or number of an Executive’s responsibilities, nor a change in the Executive’s reporting relationships (e.g., a change with respect to the person or position to whom the Executive reports or the individual(s) or position(s) who report to the Executive) shall be considered an adverse and material change in the Executive’s status or position;
(ii) a reduction in the amount of either the Executive’s annual base salary or target annual incentive program (“annual bonus”) opportunity as in effect on the date she or he became a participant in the Plan, or as the same may be increased from time to time during the term of the Executive’s participation in this Plan;
(iii) the failure to provide or continue in effect materially similar compensation and benefits, in accordance with the plans, practices, policies and programs of the Corporation and its Affiliates in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Corporation and its Affiliates; provided, however, that broad-based changes to the benefit plans of the Corporation and its Affiliates, affecting a significant portion of the employees of the Corporation and its Affiliates, shall not be deemed “Good Reason” under this Section 7;
(iv) the failure of any successor or assign of the Corporation to assume and expressly agree to perform the obligations under this Plan;
(v) any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination (as defined in Section 7(d) below) and a resolution satisfying the requirements of Section 7(b) above; and for purposes of this Plan, no such purported termination shall be effective; or
(vi) any request by the Corporation or any Affiliate that the Executive participate in an unlawful act.”
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3.In all other respects the Plan remains in full force and effect.