--- schema_version: "secwatch.filing_event.v1" accession: "0001564590-23-007443" form_type: "8-K" ticker: "LNC" cik: "0000059558" company_name: "LINCOLN NATIONAL CORP" filed_at: "2023-05-26T23:59:59+00:00" generated_at: "2026-06-14T13:35:05.899069+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Lincoln National shareholders approve 4.5M share increase to incentive plan; board size reduced to 11 ## Summary - Shareholders approved Amendment No. 2 to 2020 Incentive Compensation Plan, increasing authorized shares from 7.05M to 11.55M. - Board reduced from 13 to 11 members via Bylaw amendment effective May 25, 2023. - All 11 director nominees elected; Ernst & Young ratified as auditor with 133.6M votes for. - Two non-binding shareholder proposals (independent board chair, ratification of exec termination pay) failed. - Advisory say-on-pay resolution approved with 92.9M votes for (78.5% of votes cast); one-year frequency approved. ## SEC filing metadata - accession: 0001564590-23-007443 - form_type: 8-K - ticker: LNC - cik: 0000059558 - company_name: LINCOLN NATIONAL CORP - filed_at: 2023-05-26T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/59558/000156459023007443/0001564590-23-007443-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/59558/000156459023007443/lnc-8k_20230525.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001564590-23-007443 - JSON: https://secwatch.observer/filing/0001564590-23-007443.json - Plain text: https://secwatch.observer/filing/0001564590-23-007443.txt ## Key facts - Governance Changes LINCOLN NATIONAL CORP: decreased the number of authorized Board members from thirteen to eleven (effective 2023-05-25). - Change: bylaw amendment - Effective: 2023-05-25 source text: On May 25, 2023, the Company’s Board of Directors (the “Board”) approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective May 25, 2023, to modify the language in Article II, Section 1 of the Bylaws to decrease the number of authorized Board members from thirteen to eleven. evidence_url: https://www.sec.gov/Archives/edgar/data/59558/000156459023007443/0001564590-23-007443-index.htm - Shareholder Votes LINCOLN NATIONAL CORP shareholders approved Advisory Proposal Regarding Frequency of Future Advisory Resolutions on Executive Compensation at the 2023-05-25 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-25 source text: Item 4. Advisory Proposal Regarding Frequency of Future Advisory Resolutions on Executive Compensation A one-year frequency was approved, on an advisory basis, with respect the proposal regarding the frequency (every one, two or three years) of future advisory resolutions on the compensation of the Company’s named executive officers, based on the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/59558/000156459023007443/0001564590-23-007443-index.htm - Shareholder Votes LINCOLN NATIONAL CORP shareholders rejected Non-Binding Shareholder Proposal Regarding Independent Board Chair at the 2023-05-25 meeting. - Outcome: failed - Meeting: 2023-05-25 source text: Item 6. Non-Binding Shareholder Proposal Regarding Independent Board Chair The non-binding shareholder proposal to amend the Company’s corporate governance documents to require an independent board chair was not approved based on the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/59558/000156459023007443/0001564590-23-007443-index.htm - Shareholder Votes LINCOLN NATIONAL CORP shareholders rejected Non-Binding Shareholder Proposal Regarding Ratification of Executive Termination Pay at the 2023-05-25 meeting. - Proposal: auditor ratification - Outcome: failed - Meeting: 2023-05-25 source text: Item 7. Non-Binding Shareholder Proposal Regarding Ratification of Executive Termination Pay The non-binding shareholder proposal requesting that the Board seek shareholder approval or ratification of new or renewed executive pay packages that provide for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus short-term bonus was not approved based on the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/59558/000156459023007443/0001564590-23-007443-index.htm - Shareholder Votes LINCOLN NATIONAL CORP shareholders approved Election of Directors at the 2023-05-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-25 source text: Item 1. Election of Directors The eleven nominees for election to the Board were elected, each for a term expiring at the Company’s 2024 Annual Meeting of Shareholders, based upon the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/59558/000156459023007443/0001564590-23-007443-index.htm - Shareholder Votes LINCOLN NATIONAL CORP shareholders approved Ratification of Auditors at the 2023-05-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-25 source text: Item 2. Ratification of Auditors The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for 2023 was approved based on the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/59558/000156459023007443/0001564590-23-007443-index.htm - Shareholder Votes LINCOLN NATIONAL CORP shareholders approved Approval of Amendment to Lincoln National Corporation 2020 Incentive Compensation Plan at the 2023-05-25 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-25 source text: Item 5. Approval of Amendment to Lincoln National Corporation 2020 Incentive Compensation Plan The proposal to approve the Amendment to the 2020 Plan was approved based on the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/59558/000156459023007443/0001564590-23-007443-index.htm - Shareholder Votes LINCOLN NATIONAL CORP shareholders approved Advisory Resolution on Executive Compensation at the 2023-05-25 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-25 source text: Item 3. Advisory Resolution on Executive Compensation The proposal to approve an advisory resolution regarding the compensation paid to the Company’s named executive officers, as disclosed in the Company’s 2023 Proxy Statement, was approved based on the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/59558/000156459023007443/0001564590-23-007443-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.