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
August 19, 2021
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 | | 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)) |
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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 |
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 Principal Officers; Compensatory Arrangements of Certain Officers.
On August 19, 2021, the Board of Directors (the “Board”) of Lincoln National Corporation (the “Corporation”), upon the recommendation of the Corporate Governance Committee of the Board, approved an increase to the size of the Board effective November 1, 2021 (as further discussed below under Item 5.03) and elected Dale LeFebvre and Janet Liang to serve as new directors on the Board effective November 1, 2021, each for a term to end at the Corporation’s 2022 Annual Meeting of Shareholders. Mr. Lefebvre is Chairman and Founder of 3.5.7.11, a private equity firm. Ms. Liang is Executive Vice President, Group President and Chief Operating Officer, Care Delivery, for Kaiser Foundation Health Plan, Inc. and Hospitals.
Pursuant to the Corporation’s Corporate Governance Guidelines, the Board determined that each of Mr. LeFebvre and Ms. Liang is independent, meeting the NYSE listing standards regarding independence incorporated in the guidelines, and that each of them further satisfy the heightened standards of independence to serve as a member of the Audit Committee and/or the Compensation Committee of the Board. Mr. LeFebvre and Ms. Liang are expected to be appointed to any Committees of the Board at a future Board meeting.
Neither Mr. LeFebvre nor Ms. Liang was selected as a director pursuant to any arrangements or understandings with the Corporation or with any other person, and there are no transactions between the Corporation and either Mr. LeFebvre or Ms. Liang that would require disclosure under Item 404(a) of Regulation S-K.
Mr. LeFebvre and Ms. Liang will be compensated in accordance with the Corporation’s non-employee director compensation practices described in the Corporation’s Proxy Statement filed with the Securities and Exchange Commission on April 16, 2021. This compensation generally consists of an annual retainer in the amount of $275,000, of which $165,000 is paid in deferred stock units tied to the Corporation’s common stock. The annual retainers for Mr. LeFebvre and Ms. Liang for the remainder of 2021 will be pro-rated accordingly.
A copy of the Corporation's press release announcing Mr. LeFebvre’s and Ms. Liang’s election is attached hereto as Exhibit 99.1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 19, 2021, the Corporation’s Board approved an amendment to the Amended and Restated Bylaws of the Corporation (the “Bylaws”), effective November 1, 2021, to modify the language in Article II, Section 1 of the Bylaws to increase the number of authorized Board members from eleven to thirteen.
The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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 |
| | | | Name: | Nancy A. Smith |
| | | | Title: | Senior Vice President and Secretary |
Date: August 23, 2021
