Lincoln National Corporation filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$LNC
Life Insurance
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2025, the Board of Directors (the “Board”) of Lincoln National Corporation (the “Corporation” or “LNC”) approved an increase to the size of the Board effective the same date (as further discussed below under Item 5.03) and elected James Morris to serve as a new director on the Board effective March 3, 2025, for a term to end at the Corporation’s 2025 Annual Meeting of Shareholders. Effective the same date, Mr. Morris was appointed to the Compensation Committee and the Finance Committee of the Board. Mr. Morris is the retired Chairman of the Board, President and Chief Executive Officer of Pacific Life Insurance Company.
Pursuant to the Corporation’s Corporate Governance Guidelines, the Board determined that Mr. Morris is independent, meeting the NYSE listing standards regarding independence incorporated in the guidelines, and that he further satisfies the heightened standards of independence to serve as a member of the Compensation Committee of the Board.
Mr. Morris was not 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 Mr. Morris that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Morris 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 11, 2024. This compensation generally consists of an annual retainer in the amount of $290,000, of which $180,000 is paid in deferred stock units tied to the Corporation’s common stock. The annual retainer for Mr. Morris for the remainder of 2025 will be pro-rated accordingly.
A copy of the Corporation's press release announcing Mr. Morris’s election is attached hereto as Exhibit 99.1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective March 3, 2025, to modify the language in Article II, Section 1 of the Bylaws to increase the number of authorized Board members from ten to eleven.
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.
(d)Exhibits.
Exhibit Number | Description | ||||
| 3.1 | |||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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: March 4, 2025