UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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of incorporation) |
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Identification No.) |
(Address of principal executive offices) (Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D |
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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).
Emerging growth company
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2023, the Executive Committee of the Board of Directors of Lincoln National Corporation (the “Company” or “LNC”) adopted an amendment (the “Amendment”) to the LNC Executives’ Severance Benefit Plan (the “CoC Plan”), which provides potential benefits to certain Company executives in the event of a change of control of the Company. The Amendment (i) decreased the potential amount of cash severance benefit payable to the Company’s Chief Executive Officer (“CEO”) under the CoC Plan from 3.0 times to 2.99 times the sum of the CEO’s base salary plus target annual bonus opportunity, as set forth in Section 5(b) of the CoC Plan, and (ii) removed from Section 7(c) of the CoC Plan a provision that had stated that a termination of employment initiated by the CEO for any reason during the two-year period commencing on the date of a change of control would be deemed to be a termination for “good reason” for all purposes under the CoC Plan.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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(d) |
Exhibits. |
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Exhibit Number |
Description |
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10.1 |
Amendment No. 2 to the LNC Executives’ Severance Benefit Plan (effective May 12, 2023).* |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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* This exhibit is a management contract or compensatory plan or arrangement. |
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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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LINCOLN NATIONAL CORPORATION |
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By |
/s/ Nancy A. Smith |
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Name: |
Nancy A. Smith |
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Title: |
Senior Vice President and Secretary |
Date: May 12, 2023