LINCOLN NATIONAL CORP

8-K · lnc-20260528.htm iXBRL

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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, 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 , 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 5.07. 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:

 For Against Abstentions Broker Non-Votes
 101,944,594 41,153,657 954,486 27,410,909

 Item 4. 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 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.

 LINCOLN NATIONAL CORPORATION

 By /s/ Nancy A. Smith
 Name: Nancy A. Smith
 Title: Senior Vice President and Secretary

     

 Date: June 1, 2026