Executive Change · Shareholder Vote

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 23, 2024 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) Registrant’s telephone number, including area code: ( 484 ) 583-1400 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)) __________________________________ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock LNC New York Stock Exchange Depositary Shares, each representing a 1/1000 th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D LNC PRD New York Stock Exchange __________________________________ 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 23, 2024, at the Lincoln National Corporation (“Company”) 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), the Company’s shareholders approved Amendment No. 3 (the “Amendment”) to the Lincoln National Corporation 2020 Incentive Compensation Plan, as amended by Amendments No. 1 and No. 2 thereto (as amended, the “2020 Plan”). The Amendment increased the total number of shares of the Company’s common stock authorized for issuance under the 2020 Plan by 4,500,000 shares, to 16,050,000 shares. A copy of the Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The material terms and conditions of the 2020 Plan are described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 11, 2024, at pages 100-106. Item 5.07. Submission of Matters to a Vote of Security Holders. The Company’s 2024 Annual Meeting was held on May 23, 2024. Shareholders voted as follows on the matters presented for a vote. Item 1. Election of Directors The twelve nominees for election to the Board were elected, each for a term expiring at the Company’s 2025 Annual Meeting of Shareholders, based upon the following votes: Director Nominee For Against Abstentions Broker Non-Votes Deirdre P. Connelly 109,750,659 6,833,675 311,887 26,389,209 Ellen G. Cooper 108,075,767 7,815,252 1,005,202 26,389,209 William H. Cunningham 108,292,165 7,843,830 760,226 26,389,209 Reginald E. Davis 113,213,888 3,309,033 373,300 26,389,209 Eric G. Johnson 109,797,460 6,483,089 615,672 26,389,209 Gary C. Kelly 110,603,674 5,762,116 530,431 26,389,209 M. Leanne Lachman 111,302,885 5,205,345 387,991 26,389,209 Dale LeFebvre 113,525,633 2,918,633 451,955 26,389,209 Janet Liang 113,639,347 2,898,419 358,455 26,389,209 Michael F. Mee 109,100,434 7,182,493 613,294 26,389,209 Owen Ryan 114,161,000 2,334,829 400,392 26,389,209 Lynn M. Utter 113,523,380 2,977,332 395,509 26,389,209 Item 2. Ratification of Auditors The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for 2024 was approved based on the following votes: For Against Abstentions 137,734,824 5,084,392 466,214 There were no broker non-votes for this item. 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 2024 Proxy Statement, was approved based on the following votes: For Against Abstentions Broker Non-Votes 96,962,533 19,024,242 909,446 26,389,209 Item 4. 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: For Against Abstentions Broker Non-Votes 81,301,339 34,831,068 763,814 26,389,209 Item 5. 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 chairman was not approved based on the following votes: For Against Abstentions Broker Non-Votes 46,456,683 69,753,497 686,041 26,389,209 Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Amendment No. 3 to the Lincoln National Corporation 2020 Incentive Compensation Plan (effective May 23, 2024). 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: May 24, 2024