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 27, 2022 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 May 27, 2022, at the Lincoln National Corporation (“Company”) 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”), the Company’s shareholders approved Amendment No. 1 (the “Amendment”) to the Lincoln National Corporation 2020 Incentive Compensation Plan (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 1,850,000 shares, to 7,050,000 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 14, 2022, at pages 88-92.     Item 5.07.  Submission of Matters to a Vote of Security Holders.   The Company’s 2022 Annual Meeting was held on May 27, 2022.  Shareholders voted as follows on the matters presented for a vote.   Item 1.   Election of Directors   The thirteen nominees for election to the Board of Directors (the “Board”) were elected, each for a term expiring at the Company’s 2023 Annual Meeting of Shareholders, based upon the following votes:   Director Nominee     For   Against   Abstentions Broker Non-Votes Deirdre P. Connelly   132,464,149 4,501,602 164,193 17,023,941 Ellen G. Cooper   133,832,019 3,135,597 162,326 17,023,941 William H. Cunningham   126,261,299 9,868,100 1,000,544 17,023,941 Reginald E. Davis   134,592,418 2,347,025 190,500 17,023,941 Dennis R. Glass   128,621,178 8,273,290 235,474 17,023,941 Eric G. Johnson   127,392,262 8,729,314 1,008,367 17,023,941 Gary C. Kelly   128,496,077 7,626,111 1,007,755 17,023,941 M. Leanne Lachman   127,965,562 8,121,474 1,042,906 17,023,941 Dale LeFebvre   135,759,754 1,156,382 213,807 17,023,941 Janet Liang   134,953,091 1,984,424 192,428 17,023,941 Michael F. Mee   127,818,256 8,283,350 1,028,336 17,023,941 Patrick S. Pittard   124,025,619 12,059,327 1,044,997 17,023,941 Lynn M. Utter   131,997,904 4,953,585 178,455 17,023,941     Item 2.   Ratification of Auditors   The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for 2022 was approved based on the following votes:   For Against Abstentions 146,112,021 7,887,771 154,091   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 2022 Proxy Statement, was approved based on the following votes:   For Against Abstentions Broker Non-Votes 116,751,870 19,668,575 709,498 17,023,941   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 127,323,368 9,269,953 536,622 17,023,941   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 chair was not approved based on the following votes:   For Against Abstentions Broker Non-Votes 37,015,044 98,749,655 1,365,244 17,023,941   Item 6.   Non-Binding Shareholder Proposal Regarding Ratification of Executive Termination Pay   The non-binding shareholder proposal to requesting that the Board seek shareholder approval or ratification of new or renewed pay executive pay packages that provide for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus short-term bonus was not approved based on the following votes:   For Against Abstentions Broker Non-Votes 67,148,211 69,415,067 566,665 17,023,941   Item 9.01.  Financial Statements and Exhibits.     (c) Exhibits.       Exhibit Number Description 10.1 * Amendment No. 1 to the Lincoln National Corporation 2020 Incentive Compensation Plan (effective May 27, 2022), incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No. 333-265314) filed with the SEC on May 31, 2022. 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 1, 2022