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 24, 2019
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 |
| Warrants, each to purchase one share of common stock | | LNC.WS | | 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 5.07. Submission of Matters to a Vote of Security Holders
The 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”) of Lincoln National Corporation (the “Company”) was held on May 24, 2019. At the 2019 Annual Meeting, shareholders:
| · | elected eleven directors, each for a term expiring at the Company’s 2020 annual meeting of shareholders; |
| · | ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for 2019; |
| · | approved an advisory resolution regarding the compensation paid to the Company’s named executive officers, as disclosed in the Company’s 2019 Proxy Statement; |
| · | did not approve a non-binding shareholder proposal to amend the Company’s corporate governance documents to require an independent board chairman; and |
| · | did not approve a non-binding shareholder proposal to amend the Company’s proxy access bylaws to remove the limitation on renomination of persons based on votes in a prior election. |
Item 1. Election of Directors
For each nominee, the votes cast for, against, abstentions, and broker non-votes were as follows:
| | Aggregate Votes |
Director Nominee | For | Against | Abstentions | Broker Non-Votes |
Deirdre P. Connelly | 156,884,737 | 1,835,545 | 312,522 | 21,730,795 |
William H. Cunningham | 151,907,506 | 6,751,778 | 373,520 | 21,730,795 |
Dennis R. Glass | 156,419,652 | 2,224,480 | 388,672 | 21,730,795 |
George W. Henderson, III | 153,586,536 | 5,096,105 | 350,163 | 21,730,795 |
Eric G. Johnson | 147,395,560 | 11,289,569 | 347,675 | 21,730,795 |
Gary C. Kelly | 157,580,106 | 1,101,257 | 351,441 | 21,730,795 |
M. Leanne Lachman | 146,266,704 | 12,418,059 | 348,041 | 21,730,795 |
Michael F. Mee | 147,189,414 | 11,464,182 | 379,208 | 21,730,795 |
Patrick S. Pittard | 150,804,300 | 7,836,790 | 391,714 | 21,730,795 |
Isaiah Tidwell | 150,537,424 | 8,126,777 | 368,603 | 21,730,795 |
Lynn M. Utter | 156,788,773 | 1,897,256 | 346,775 | 21,730,795 |
Item 2. Ratification of Auditors
The votes cast for and against this proposal, as well as the abstentions were as follows:
Aggregate Votes |
| For | Against | Abstentions |
| 173,190,867 | 7,189,397 | 383,335 |
There were no broker non-votes for this item.
Item 3. Advisory Resolution on Executive Compensation
The votes cast for, against, abstentions, and broker non-votes for this proposal were as follows:
Aggregate Votes |
| For | Against | Abstentions | Broker Non-Votes |
| 147,065,027 | 11,163,587 | 803,957 | 21,731,028 |
Item 4. Non-Binding Shareholder Proposal Regarding Independent Board Chairman
The votes cast for, against, abstentions, and broker non-votes for this non-binding proposal were as follows:
Aggregate Votes |
| For | Against | Abstentions | Broker Non-Votes |
| 54,534,256 | 103,819,546 | 678,769 | 21,731,028 |
Item 5. Non-Binding Shareholder Proposal Regarding Amendment to Proxy Access Bylaws
The votes cast for, against, abstentions, and broker non-votes for this non-binding proposal were as follows:
Aggregate Votes |
| For | Against | Abstentions | Broker Non-Votes |
| 46,628,671 | 111,645,660 | 758,240 | 21,731,028 |
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: May 28, 2019
