Lincoln National amends incentive plan, adds 1.75M shares, cuts board to 10

LINCOLN NATIONAL CORP

Shareholders approved Amendment No. 4 to 2020 Incentive Plan, increasing shares by 1.75M to 17.8M.
Maximum cash annual incentive for non-director participants raised from $8M to $12M.
Board size reduced from 11 to 10 directors, effective May 22, 2025.
All 10 director nominees elected; advisory 'say-on-pay' passed with ~94% of votes cast.
Non-binding shareholder proposal for independent board chair defeated (38% for, 62% against).

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

LINCOLN NATIONAL CORP: Decreased the number of authorized Board members from eleven to ten in Article II, Section 1 of the Bylaws (effective 2025-05-22).

Change: bylaw amendment
Effective: 2025-05-22

Exact text from the filing

On May 22, 2025, the Company’s Board of Directors (the “Board”) approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective the same date, to modify the language in Article II, Section 1 of the Bylaws to decrease the number of authorized Board members from eleven to ten.

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27 governance changes filed in the last 30 days. Browse all governance changes →

LINCOLN NATIONAL CORP filing history →

Source: SEC EDGAR

accession 0000059558-25-000049

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