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, 28, 2026
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, PA19087
(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 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D
LNC PRD
New York Stock Exchange
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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 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s 2026 Annual Meeting was held on May 28, 2026. Shareholders voted as follows on the matters presented for a vote.
Item 1. Election of Directors
The ten nominees for election to the Board were elected, each for a term expiring at the Company’s 2027 Annual Meeting of Shareholders, based upon the following votes:
Director Nominee
For
Against
Abstentions
Broker
Non-Votes
Deirdre P. Connelly
139,549,226
4,214,652
288,859
27,410,909
Ellen G. Cooper
140,233,364
3,542,362
277,011
27,410,909
William H. Cunningham
137,494,134
5,693,056
865,547
27,410,909
Reginald E. Davis
141,063,811
2,127,347
861,579
27,410,909
Eric G. Johnson
138,547,487
4,661,800
843,450
27,410,909
Gary C. Kelly
139,339,879
3,845,204
867,654
27,410,909
M. Leanne Lachman
135,650,802
7,529,292
872,643
27,410,909
Dale LeFebvre
141,002,646
2,159,505
890,586
27,410,909
James Morris
141,173,189
2,015,026
864,522
27,410,909
Owen Ryan
141,077,447
2,110,387
864,903
27,410,909
Item 2. Ratification of Auditors
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for 2026 was approved based on the following votes:
For
Against
Abstentions
167,591,614
3,365,510
506,522
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 2026 Proxy Statement, was approved based on the following votes:
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
40,910,999
102,198,953
942,785
27,410,909
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.