8-K

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

May 26, 2011

Date of Report (Date of earliest event reported)

Lincoln National Corporation

(Exact name of registrant as specified in its charter)

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)

(484) 583-1400

(Registrant’s telephone number, including area code)

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))

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 26, 2011, the shareholders approved an amendment to Lincoln National Corporation’s (“LNC”) Restated Articles of Incorporation allowing shareholders to amend the bylaws.  The amendment to the Restated Articles of Incorporation becomes effective upon filing with the Secretary of State of Indiana.

On May 26, 2011, subsequent to the shareholder approval of the amendment to LNC’s Restated Articles of Incorporation, a corresponding amendment to Article IX of LNC’s Amended and Restated Bylaws (the “Bylaws”), allowing for shareholders to amend the Bylaws, became effective.  Both the amendment to LNC’s Restated Articles of Incorporation and to LNC’s Bylaws provide that Sections 2, 5, 10, 11, 12 and 13 of Article I, Sections 1, 2, 3, 4, 5, 6, 7 and 10 of Article II, and all sections of Articles VII, VIII and IX of the Bylaws may only be amended by the affirmative vote of the holders of three-fourths (3/4) or more of the combined voting power of LNC’s outstanding shares.

A copy of the Articles of Amendment to the Restated Articles of Incorporation is attached hereto as Exhibit 3.1, and a copy of the amendment to the Bylaws is attached hereto as Exhibit 3.2.

Item 5.07.  Submission of Matters to a Vote of Security Holders

(a)  The 2011 annual meeting of shareholders of LNC was held on May 26, 2011.

(b)  Shareholders voted on the matters set forth below.

Item 1.  Election of Directors

The nominees for election to the Board of Directors were elected, each for a three-year term.  For each nominee, the votes cast for, against, abstentions, and broker non-votes were as follows:

	Aggregate Votes
Director Nominee	For	Against	Abstentions	Broker Non-Votes
Dennis R. Glass	237,776,583	2,933,385	329,286	27,937,941
Gary C. Kelly	237,854,442	2,826,503	358,308	27,937,941
Michael F. Mee	230,990,670	9,693,483	355,101	27,937,941

Item 2.  Ratification of Auditors

The proposal to ratify the appointment of Ernst & Young LLP as LNC’s independent registered public accounting firm for 2011 was approved.  The votes cast for and against this proposal, as well as the abstentions were as follows:

Aggregate Votes
For	Against	Abstentions
264,814,970	3,704,751	457,474

There were no broker non-votes for this item.

Item 3.  Approval of Amendment to the Restated Articles of Incorporation of LNC

The proposal to approve an amendment to the Restated Articles of Incorporation of LNC to allow shareholder to amend the Bylaws was approved.  The votes cast for and against this proposal, as well as the abstentions were as follows:

Aggregate Votes
For	Against	Abstentions
265,613,600	1,543,173	1,820,423

There were no broker non-votes for this item.

Item 4.  Advisory Vote on Executive Compensation

The proposal to approve, on an advisory basis, the compensation of LNC’s executive officers named in the proxy statement for the 2011 annual meeting of shareholders was approved.  The votes cast for and against this proposal, as well as the abstentions, were as follows:

Aggregate Votes
For	Against	Abstentions	Broker Non-Votes
193,614,373	46,609,072	815,809	27,937,941

Item 5.  Advisory Vote regarding the Frequency of Future Advisory Votes on Executive Compensation

The proposal on the frequency of future advisory vote on the compensation of LNC’s named executive officers received the following votes:

Aggregate Votes
1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
215,187,671	1,436,938	23,598,238	816,406	27,937,941

(d)  A majority of the votes cast by shareholders voted, on an advisory basis, in favor of holding future advisory votes on the compensation of named executive officers on an annual basis.  Consistent with these results, the Board of Directors has determined that advisory votes on the compensation of named executive officers will be submitted to shareholders on an annual basis.

Item 9.01.                            Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
3.1	Articles of Amendment to LNC’s Restated Articles of Incorporation
3.2	Amendment to LNC’s Amended and Restated Bylaws

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/ Randal J. Freitag

Name:  Randal J. Freitag

Title:    Executive Vice President and

Chief Financial Officer

Date:  May 31, 2011

INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Articles of Amendment to LNC’s Restated Articles of Incorporation
3.2	Amendment to LNC’s Amended and Restated Bylaws

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

OF THE

RESTATED ARTICLES OF INCORPORATION

OF

LINCOLN NATIONAL CORPORATION

The undersigned officer of Lincoln National Corporation (the “Corporation”), a corporation existing pursuant to the Indiana Business Corporation Law, as amended (the “Act”), desiring to give notice of corporate action effectuating the amendment of its Articles of Incorporation, hereby sets forth the following facts:

ARTICLE I

Name of the Corporation; Date of Incorporation

The name of the Corporation is Lincoln National Corporation.  The date of incorporation of the Corporation is January 5, 1968.

ARTICLE II

Text of Amendment

Article IV, of the Restated Articles of Incorporation is hereby amended to allow shareholders to amend the bylaws by adding the heading “Section 1” to the section titled “Shares of Subsidiary Stock” and adding new section 2 as follows:

Section 1.  Shares of Subsidiary Stock.No shares of the Common Stock of The Lincoln National Life Insurance Company owned by the Corporation shall be sold, leased, exchanged, mortgaged, pledged, or otherwise disposed of except by the vote of the holders of three-fourths of the shares of the Corporation outstanding and entitled to vote thereon at an annual or special meeting of the shareholders held upon notice which includes notice of the proposed sale, lease, exchange, mortgage, pledge, or other disposition.

Section 2.  Amendment of the Bylaws.  The bylaws may be altered, amended or repealed and new bylaws may be made by a majority of the whole board of directors at any regular or special meeting of the board of directors.  Any bylaws made by the directors under the powers conferred hereby may be altered, amended or repealed by the directors or shareholders, provided, however, that no bylaw may be adopted that is inconsistent with the Indiana Business Corporation Law, as the same may be amended from time to time.  Notwithstanding the foregoing and anything in these Articles of Incorporation to the contrary, Sections 2, 5, 10, 11, 12 and 13 of Article I, Sections 1, 2, 3, 4, 5, 6, 7 and 10 of Article II, and all sections of Articles VII, VIII and IX of the bylaws of the Corporation shall not be altered, amended or repealed by the shareholders and no provision inconsistent therewith shall be adopted without either:

a.the approval of the board of directors, or

b.at any regular or special meeting of the shareholders upon the affirmative vote of the holders of three-fourths (3/4) or more of the combined voting power of the outstanding shares of the corporation entitled to vote generally in the election of directors if notice of such alteration, amendment or repeal is contained in the notice of such meeting.

ARTICLE III

Manner and Date of Adoption

Section 1.                      This amendment was adopted by the Board of Directors of the Corporation on February 23, 2011, for approval by the shareholders at the Annual Meeting on May 26, 2011, on which date the shareholders approved adoption of this amendment.

ARTICLE IV

Compliance with Legal Requirements

The manner of adoption of the foregoing amendment to the Restated Articles of Incorporation and the vote by which it was adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation and the Bylaws of the Corporation.

IN WITNESS WHEREOF, I hereby verify subject to the penalties of perjury, that the statements contained herein are true, this 26th day of May, 2011.

Lincoln National Corporation

By: /s/ Dennis R. Glass

Name: Dennis R. Glass

Title:   President and Chief Executive Officer

EX-3.2

Exhibit 3.2

AMENDMENT TO THE AMENDED AND RESTATED

BYLAWS OF LINCOLN NATIONAL CORPORATION

(Effective May 26, 2011)

.

ARTICLE IX.

Amendments.

These bylaws may be altered, amended or repealed and new bylaws may be made by a majority of the whole board of directors at any regular or special meeting of the board of directors.  Any bylaws made by the directors under the powers conferred hereby may be altered, amended or repealed by the directors or shareholders, provided, however, that no bylaw may be adopted that is inconsistent with the Indiana Business Corporation Law, as the same may be amended from time to time.  Notwithstanding the foregoing and anything in these Bylaws or the Articles of Incorporation to the contrary, Sections 2, 5, 10, 11, 12 and 13 of Article I, Sections 1, 2, 3, 4, 5, 6, 7 and 10 of Article II, and all sections of Articles VII, VIII and IX of these bylaws shall not be altered, amended or repealed by the shareholders and no provision inconsistent therewith shall be adopted without either:

(1)   the approval of the board of directors, or

(2)at any regular or special meeting of the shareholders upon the affirmative vote of the holders of three-fourths (3/4) or more of the combined voting power of the outstanding shares of the corporation entitled to vote generally in the election of directors if notice of such alteration, amendment or repeal is contained in the notice of such meeting.