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Executive Change

Filed May 12, 2023 · 3y ago · Accession 0001564590-23-007230

Plain English

Material event — a significant development the company must disclose promptly.

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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 12, 2023 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 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.     (d) Exhibits.         Exhibit Number Description 10.1 Amendment No. 2 to the LNC Executives’ Severance Benefit Plan (effective May 12, 2023).* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * This exhibit is a management contract or 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:  May 12, 2023
Filing details
Ticker
LNC
CIK
59558
Form type
8-K
Filing date
May 12, 2023
Report date
May 12, 2023
Document
lnc-8k_20230512.htm
Size
211 KB