Lincoln National Corporation (NYSE:LNC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On May 31, 2017, Lincoln National Corporation (the “Company”)
filed an amendment (the “Amendment”) to the Company’s Restated
Articles of Incorporation (the “Articles”) with the Secretary
of State of Indiana. The shareholders approved the Amendment at
the Company’s Annual Meeting of Shareholders on May 26, 2017
(the “2017 Annual Meeting”).
filed an amendment (the “Amendment”) to the Company’s Restated
Articles of Incorporation (the “Articles”) with the Secretary
of State of Indiana. The shareholders approved the Amendment at
the Company’s Annual Meeting of Shareholders on May 26, 2017
(the “2017 Annual Meeting”).
The Amendment eliminates the supermajority vote requirements
applicable to certain sections of the Articles and replaces them
with a simple majority vote standard. Those provisions include:
(i) the voting rights of preferred stock (of which none is
currently issued and outstanding); (ii) restrictions on the sale
of common stock in The Lincoln National Life Insurance Company
(our primary insurance subsidiary); and (iii) shareholder’s
ability to amend our Amended and Restated Bylaws (the
“Bylaws”). The Company disclosed these proposed amendments to
the Articles as Proposal 5(A) in its definitive proxy statement
filed with the Securities and Exchange Commission on April 14,
2017 (the “2017 Proxy Statement”). These amendments required
the affirmative vote of a majority of the votes cast.
applicable to certain sections of the Articles and replaces them
with a simple majority vote standard. Those provisions include:
(i) the voting rights of preferred stock (of which none is
currently issued and outstanding); (ii) restrictions on the sale
of common stock in The Lincoln National Life Insurance Company
(our primary insurance subsidiary); and (iii) shareholder’s
ability to amend our Amended and Restated Bylaws (the
“Bylaws”). The Company disclosed these proposed amendments to
the Articles as Proposal 5(A) in its definitive proxy statement
filed with the Securities and Exchange Commission on April 14,
2017 (the “2017 Proxy Statement”). These amendments required
the affirmative vote of a majority of the votes cast.
The Amendment also permits shareholders to remove a director upon
the affirmative vote of a majority of the votes cast, and
eliminates the provision requiring a supermajority vote to amend
this section. The Company disclosed these proposed amendments to
the Articles as Proposal 5(B) in the 2017 Proxy Statement. These
amendments required the affirmative vote of at least
three-fourths of the outstanding shares entitle to vote at the
2017 Annual Meeting.
the affirmative vote of a majority of the votes cast, and
eliminates the provision requiring a supermajority vote to amend
this section. The Company disclosed these proposed amendments to
the Articles as Proposal 5(B) in the 2017 Proxy Statement. These
amendments required the affirmative vote of at least
three-fourths of the outstanding shares entitle to vote at the
2017 Annual Meeting.
The Amendment also permits shareholders to approve certain
business combinations upon the affirmative vote of a majority of
the votes cast, and changes the provision requiring a
supermajority vote to amend this section to a majority of the
votes cast. The Company disclosed these proposed amendments to
the Articles as Proposal 5(C) in the 2017 Proxy Statement. These
amendments required the affirmative vote of at least
three-fourths of the outstanding shares entitle to vote at the
2017 Annual Meeting.
business combinations upon the affirmative vote of a majority of
the votes cast, and changes the provision requiring a
supermajority vote to amend this section to a majority of the
votes cast. The Company disclosed these proposed amendments to
the Articles as Proposal 5(C) in the 2017 Proxy Statement. These
amendments required the affirmative vote of at least
three-fourths of the outstanding shares entitle to vote at the
2017 Annual Meeting.
On May 26, 2017, subsequent to the shareholder approval of the
amendments to the Articles, a corresponding amendment to Article
IX of our Bylaws, allowing for a majority of shareholders to
amend the Bylaws, became effective. Additionally, Article II,
Section 1 was amended to remove references to the prior
classified board structure.
amendments to the Articles, a corresponding amendment to Article
IX of our Bylaws, allowing for a majority of shareholders to
amend the Bylaws, became effective. Additionally, Article II,
Section 1 was amended to remove references to the prior
classified board structure.
The forgoing descriptions of these amendments to the Articles are
not complete and are qualified in their entirety by reference to
the Articles of Amendment to the Articles dated May 26, 2017,
which is filed as Exhibit 3.1 hereto and incorporated herein by
reference. The foregoing description of the amendments to the
Bylaws is not complete and is qualified in its entirety by
reference to the amendments to the Bylaws dated May 26, 2017,
which are filed as Exhibit 3.2 hereto and incorporated herein by
reference.
not complete and are qualified in their entirety by reference to
the Articles of Amendment to the Articles dated May 26, 2017,
which is filed as Exhibit 3.1 hereto and incorporated herein by
reference. The foregoing description of the amendments to the
Bylaws is not complete and is qualified in its entirety by
reference to the amendments to the Bylaws dated May 26, 2017,
which are filed as Exhibit 3.2 hereto and incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
The 2017 Annual Meeting was held on May 26, 2017. At the 2017
Annual Meeting, shareholders:
Annual Meeting, shareholders:
|
elected ten directors, each for a term expiring at the
Company’s 2018 annual meeting of shareholders; |
|
ratified the appointment of Ernst Young LLP as the
company’s independent auditor for 2017; |
|
approved, on an advisory basis, a resolution regarding
the compensation paid to the Company’s named executive officers as disclosed in the Company’s 2017 Proxy Statement; |
|
voted, on an advisory basis, in favor of holding future
advisory votes on the compensation of named executive officers on an annual basis; |
|
approved amendments to the Articles to change each
supermajority vote requirement applicable to certain provisions including: (i) the voting rights of preferred stock; (ii) restrictions on the sale of common stock in The Lincoln National Life Insurance Company; and (iii) shareholder’s ability to amend our Bylaws, to a majority vote requirement; |
|
approved amendments to the Articles to change the
supermajority vote requirement for shareholders to remove a director to a majority vote requirement; and |
|
approved amendments to the Articles to change the
supermajority vote requirement for shareholders to remove a director to a majority vote requirement. |
In response to the vote results, the Board of Directors has
determined that advisory votes on the compensation of named
executive officers will be submitted to shareholders on an annual
basis.
determined that advisory votes on the compensation of named
executive officers will be submitted to shareholders on an annual
basis.
Item 1. Election of Directors
For each nominee, the votes cast for, against, abstentions, and
broker non-votes were as follows:
broker non-votes were as follows:
|
Aggregate Votes
|
||||
|
Director Nominee
|
For
|
Against
|
Abstentions
|
Broker
Non-Votes
|
|
Deirdre P. Connelly
|
169,991,764
|
727,783
|
326,669
|
25,193,323
|
|
William H. Cunningham
|
165,552,683
|
5,172,228
|
321,305
|
25,193,323
|
|
Dennis R. Glass
|
168,952,653
|
1,600,367
|
493,196
|
25,193,323
|
|
George W. Henderson, III
|
167,229,386
|
3,394,303
|
422,527
|
25,193,323
|
|
Eric G. Johnson
|
159,344,060
|
11,365,694
|
336,462
|
25,193,323
|
|
Gary C. Kelly
|
169,994,607
|
725,605
|
326,004
|
25,193,323
|
|
M. Leanne Lachman
|
156,883,914
|
13,197,148
|
956,154
|
25,193,323
|
|
Michael F. Mee
|
165,222,442
|
5,414,209
|
409,565
|
25,193,323
|
|
Patrick S. Pittard
|
165,778,769
|
4,842,045
|
425,402
|
25,193,323
|
|
Isaiah Tidwell
|
166,930,257
|
3,774,164
|
341,795
|
25,193,323
|
Item 2. Ratification of Auditors
The votes cast for and against this proposal, as well as the
abstentions were as follows:
abstentions were as follows:
|
Aggregate Votes
|
||
|
For
|
Against
|
Abstentions
|
|
190,634,003
|
5,256,251
|
349,285
|
There were no broker non-votes for this item.
Item 3. Advisory Resolution on Executive Compensation
The votes cast for, against, abstentions, and broker non-votes
for this proposal were as follows:
for this proposal were as follows:
|
Aggregate Votes
|
|||
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
155,489,586
|
14,471,008
|
1,085,322
|
25,193,623
|
Item 4. Advisory Proposal on the Frequency of Future
Advisory Proposals on Executive Compensation
Advisory Proposals on Executive Compensation
The proposal to approve, on an advisory basis, the frequency of
future advisory proposals on executive compensation received the
following votes:
future advisory proposals on executive compensation received the
following votes:
|
Aggregate Votes
|
||||
|
One Year
|
Two Years
|
Three Years
|
Abstentions
|
Broker Non-Votes
|
|
151,484,377
|
326,849
|
18,668,077
|
566,613
|
25,193,623
|
Item 5. Management Proposals to Approve Amendments to our
Restated Articles of Incorporation to Remove Supermajority Vote
Provisions Applicable to Certain Provisions
Restated Articles of Incorporation to Remove Supermajority Vote
Provisions Applicable to Certain Provisions
Item 5(A). Amendments to the provisions regarding the Voting
Rights of Preferred Stock, Prohibitions regarding shares of Stock
in our Subsidiary and Future Amendments to the Bylaws.
Rights of Preferred Stock, Prohibitions regarding shares of Stock
in our Subsidiary and Future Amendments to the Bylaws.
The votes cast for, against, abstentions, and broker non-votes
for this proposal were as follows:
for this proposal were as follows:
|
Aggregate Votes
|
|||
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
169,280,895
|
1,248,840
|
516,481
|
25,193,323
|
Item 5(B). Amendments to the provisions regarding the removal of
directors.
directors.
The votes cast for, against, abstentions, and broker non-votes
for this proposal were as follows:
for this proposal were as follows:
|
Aggregate Votes
|
|||
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
169,178,254
|
1,328,328
|
539,634
|
25,193,323
|
Item 5(C). Amendments to the provisions regarding the approval of
certain business combinations.
certain business combinations.
The votes cast for, against, abstentions, and broker non-votes
for this proposal were as follows:
for this proposal were as follows:
|
Aggregate Votes
|
|||
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
169,168,071
|
1,177,218
|
700,927
|
25,193,323
|
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
3.1
|
Articles of Amendment to LNC’s Restated Articles of
Incorporation |
|
3.2
|
Amendment to LNC’s Amended and Restated Bylaws
|
About Lincoln National Corporation (NYSE:LNC)
Lincoln National Corporation is a holding company, which operates insurance and retirement businesses through subsidiary companies. The Company sells a range of wealth protection, accumulation and retirement income products and solutions, through its business segments. It operates through four segments: Annuities segment, which offers fixed (including indexed) and variable annuities; Retirement Plan Services segment, which provides employers with retirement plan products and services; Life Insurance segment, which focuses in the creation and protection of wealth through life insurance products, and Group Protection, which offers principally group non-medical insurance products. These products include fixed and indexed annuities, variable annuities, universal life insurance, variable universal life insurance, linked-benefit UL, term life insurance, indexed universal life insurance, employer-sponsored retirement plans and services, and group life, disability and dental. Lincoln National Corporation (NYSE:LNC) Recent Trading Information
Lincoln National Corporation (NYSE:LNC) closed its last trading session up +1.77 at 66.75 with 1,569,789 shares trading hands.