DEF: Lincoln National Sets Date for 2025 Annual Shareholder Meeting, Outlines Key Proposals

Lincoln National Corporation announces its 2025 Annual Meeting of Shareholders to be held virtually on May 22, 2025, outlining proposals for director elections, auditor ratification, executive compensation, and incentive plan amendments.

Summary

• Lincoln National Corporation will hold its 2025 Annual Meeting of Shareholders virtually on May 22, 2025.
• Shareholders will vote on the election of ten directors for a one-year term.
• The meeting will include a vote to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2025.
• An advisory resolution on executive compensation will be presented for shareholder approval.
• Shareholders will vote on an amendment to the Lincoln National Corporation 2020 Incentive Compensation Plan.
• A shareholder proposal regarding an independent board chairman will be considered.
• The record date for determining shareholders eligible to vote is March 17, 2025.
• The board recommends voting for the election of directors, ratification of the auditor, the advisory vote on executive compensation, and the incentive compensation plan amendment.
• The board recommends voting against the shareholder proposal regarding an independent board chairman.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial results and strategic progress, indicating a favorable sentiment.

Positives

• The company achieved an RBC ratio over 430% in 2024, exceeding its target.
• Group Protection delivered a margin of 8.3% for the year.
• Annuities delivered 8% growth in earnings and 7% growth in sales year over year.
• Retirement Plan Services saw first-year sales increase nearly 70% and total deposits up 25%.
• The company established a Bermuda-based affiliated reinsurance company.
• The company experienced a significant improvement in its one-year total shareholder return to 24.8% for the year.

Negatives

• Life Insurance sales declined for the full year as expected, given the objective of refocusing this business on accumulation and protection products with more risk sharing.

Risks

• The document mentions the need to manage operational, financial, legal and regulatory, cybersecurity, compensation, strategic and competitive risks.
• The document mentions the potential for a global pandemic and related significant increases in unemployment.

Future Outlook

The company aims to continue building a solid capital foundation, increasing operational efficiency, and delivering profitable growth to position the Company for long-term shareholder value creation.

Management Comments

• The Board has determined that having Ms. Cooper serve as Chairman and CEO is fundamental to successfully executing against our strategic objectives and is in the best interests of shareholders.

Industry Context

The document benchmarks against a peer group of insurance-based financial services and investment management companies, including Aflac, MetLife, Prudential Financial, and Voya Financial, to ensure competitive compensation practices.

Comparison to Industry Standards

• The document benchmarks executive compensation against a peer group of insurance-based financial services and investment management companies, including Aflac, MetLife, Prudential Financial, and Voya Financial.
• The company uses the Willis Towers Watson 2023 Diversified Insurance Study of Executive Compensation (the DIS Study) as a primary reference for market data.
• The document compares the company's TSR performance against the S&P Life & Health Insurance Index.

Related Party Transactions

• BlackRock, Inc., acting in various fiduciary capacities, is a more than 5% beneficial owner of our common stock.
• Our subsidiaries recorded aggregate revenues of approximately $1.8 million from BlackRock subsidiaries under these agreements.
• Our subsidiaries paid BlackRock approximately $25.9 million in the aggregate.
• The Vanguard Group (Vanguard), acting in various fiduciary capacities, is a more than 5% beneficial owner of our outstanding common stock.
• Our subsidiaries recorded revenues of approximately $155,000 from Vanguard subsidiaries.
• Ms. Coopers son, Hanan Shandler, has been employed by the Company since 2018 and currently serves in the role of Senior Consultant, Data Science.
• For his services as an employee during 2024, Mr. Shandler received approximately $156,000, including his 2024 base salary and 2024 AIP payout.

Stakeholder Impact

• The company's performance directly impacts shareholders through stock value and dividends.
• Employees are affected by compensation programs and benefits.
• Customers benefit from the company's ability to provide financial protection and security.
• Communities benefit from the company's commitment to corporate responsibility and sustainability.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Shareholders on May 22, 2025.
• The Board will consider the voting results when determining future compensation policies and decisions.

Key Dates

Keywords

Annual Meeting, Shareholders, Proxy Statement, Board of Directors, Executive Compensation, Incentive Plan, Director Election, Auditor Ratification, Corporate Governance, Risk Management, Financial Performance, Lincoln National