Executive Change · Bylaw Amendment

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   August 18, 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 Principal Officers; Compensatory Arrangements of Certain Officers.   On August 18, 2020, the Board of Directors (the “Board”) of Lincoln National Corporation (the “Corporation”) approved an increase to the size of the Board effective August 19, 2020 (as further discussed below under Item 5.03) and, upon the recommendation of the Corporate Governance Committee of the Board, elected Reginald E. Davis to serve as a new director on the Board effective August 19, 2020, for a term to end at the Corporation’s 2021 Annual Meeting of Shareholders. Mr. Davis is Executive Vice President and President of Banking at Flagstar Bancorp, Inc., a savings and loan holding company. He is expected to be appointed to any Committees of the Board at a future Board meeting.     Mr. Davis will be compensated in accordance with the Corporation’s non-employee director compensation practices described in the Corporation’s Proxy Statement filed with the Securities and Exchange Commission on April 24, 2020.  This compensation generally consists of an annual retainer in the amount of $275,000, of which $165,000 is paid in deferred stock units tied to the Corporation’s common stock.  The annual retainer for Mr. Davis for the remainder of 2020 will be pro-rated accordingly.   A copy of the Corporation's press release announcing Mr. Davis’s election is attached hereto as Exhibit 99.1.   Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 18, 2020, the Corporation’s Board approved an amendment to the Amended and Restated Bylaws of the Corporation (the “Bylaws”), effective August 19, 2020, to modify the language in Article II, Section 1 of the Bylaws to increase the number of authorized Board members from ten to eleven.   The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws attached hereto as Exhibit 3.1 and incorporated herein by reference.   Item 9.01.  Financial Statements and Exhibits.     (d) Exhibits.         Exhibit Number Description 3.1 Amended and Restated Bylaws of LNC, effective August 19, 2020 . 99.1 Press Release dated August 20, 2020, announcing the election of a new director . 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:  August 20, 2020