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   June 11, 2020 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 __________________________________   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 June 11, 2020, at the Lincoln National Corporation (“Company”) 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”), the Company’s shareholders approved the Lincoln National Corporation 2020 Incentive Compensation Plan (the “2020 Plan”).     The 2020 Plan has a ten-year term, and provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units and other stock related awards, and performance or annual incentive awards to all employees, including officers, non-employee directors, agents, brokers and consultants of the Company and its subsidiaries, as the 2020 Plan administrator may determine.  The 2020 Plan will be administered by the Compensation Committee of the Company’s Board of Directors, who will determine the terms and conditions of each award as set forth in a written award agreement. 5,200,000 shares of the Company’s common stock are authorized for issuance under the 2020 Plan.   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 24, 2020, at pages 67-75.  The description of the 2020 Plan contained herein is qualified in its entirety by reference to the full text of the 2020 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.   Item 5.07.  Submission of Matters to a Vote of Security Holders.   The Company’s 2020 Annual Meeting was held on June 11, 2020.  Shareholders voted as follows on the matters presented for a vote.   Item 1.   Election of Directors   The ten nominees for election to the Board of Directors were elected, each for a term expiring at the Company’s 2021 annual meeting of shareholders, based upon the following votes:   Director Nominee     For   Against   Abstentions Broker Non-Votes Deirdre P. Connelly   142,015,164 6,019,773 273,439 20,263,743 William H. Cunningham   137,078,764 10,958,905 270,708 20,263,743 Dennis R. Glass   143,482,660 4,487,069 338,647 20,263,743 George W. Henderson, III   138,318,018 9,694,799 295,559 20,263,743 Eric G. Johnson   130,784,466 17,213,591 310,319 20,263,743 Gary C. Kelly   141,050,712 6,957,895 299,769 20,263,743 M. Leanne Lachman   132,508,890 15,507,350 292,136 20,263,743 Michael F. Mee   131,407,555 16,587,674 313,147 20,263,743 Patrick S. Pittard   134,867,517 13,147,944 292,916 20,263,743 Lynn M. Utter   145,984,666 2,035,190 288,520 20,263,743   Item 2.   Ratification of Auditors   The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for 2020 was approved based on the following votes:   For Against Abstentions 155,515,572 12,847,870 208,678   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 2020 Proxy Statement, was approved based on the following votes:   For Against Abstentions Broker Non-Votes 120,613,635 26,861,083 833,509 20,263,893   Item 4.   Approval of Lincoln National Corporation 2020 Incentive Compensation Plan   The proposal to approve the 2020 Plan was approved based on the following votes:   For Against Abstentions Broker Non-Votes 135,890,799 11,643,526 773,901 20,263,893   Item 5.   Non-Binding Shareholder Proposal Regarding Amending Special Shareholder Meeting Right   The non-binding shareholder proposal to amend the Company’s special shareholder meeting right to remove the one-year stock holding requirement was not approved based on the following votes:   For Against Abstentions Broker Non-Votes 13,049,901 134,641,504 616,971 20,263,743   Item 6.   Non-Binding Shareholder Proposal Regarding Independent Board Chairman   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 35,601,277 112,131,801 575,299 20,263,743   Item 9.01.  Financial Statements and Exhibits.     (c) Exhibits.       Exhibit Number Description 10.1 * Lincoln National Corporation 2020 Incentive Compensation Plan, incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed with the SEC on June 12, 2020. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). _____________ * This exhibit is a management contract or a compensatory plan or arrangement.       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:  June 15, 2020