UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| Date of Report (Date of earliest event reported) | | October 28, 2021 |
LOEWS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-6541 | | 13-2646102 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 667 Madison Avenue, New York, NY | 10065-8087 |
| (Address of principal executive offices) | (Zip Code) |
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| Registrant’s telephone number, including area code: | (212) 521-2000 |
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| NOT APPLICABLE |
| (Former name or former address, if changed since last report.) |
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 (see General Instruction A.2. below):
☐ 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $0.01 par value | L | 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).
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.
EXPLANATORY NOTE
In its Current Report on Form 8-K dated October 28, 2021 (the “Original Report”), the Registrant reported the appointment of Jane Wang as Senior Vice President and Chief Financial Officer, to be effective as of May 10, 2022. This Current Report on Form 8-K/A amends the Original Report to provide information about the compensatory arrangements entered into in connection with the appointment of Ms. Wang.
Item 5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) In connection with the appointment of Jane Wang as Senior Vice President and Chief Financial Officer, effective May 10, 2022, the Registrant established the following compensation for Ms. Wang: an annual base salary, effective June 1, 2022, of $600,000; a target cash incentive compensation award for 2022 of $1,400,000; and a target performance-based restricted stock unit (“PRSU”) award for 2022 of 8,223 PRSUs, representing a grant date fair value of $500,000. Ms. Wang’s cash incentive compensation and PRSU awards were made pursuant to the Registrant’s 2016 Incentive Compensation Plan and the terms of such awards are substantially the same as those granted to the Registrant’s executive officers.
(e) The information in Item 5.02(c) is incorporated herein by reference.
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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| | LOEWS CORPORATION |
| | (Registrant) |
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| Dated: February 10, 2022 | By: | /s/ Marc A. Alpert |
| | | Marc A. Alpert |
| | | Senior Vice President, |
| | General Counsel |
| | and Secretary |
