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Lincoln National (LNC) investors back board, auditor and pay, reject independent chair

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lincoln National Corporation reported the results of its 2026 Annual Meeting of Shareholders. All ten director nominees were elected to terms expiring at the 2027 annual meeting, each receiving over 135 million votes in favor, with broker non-votes of 27,410,909 on each director item.

Shareholders approved the ratification of Ernst & Young LLP as the independent auditor for 2026, with 167,591,614 votes for, 3,365,510 against, and 506,522 abstentions. An advisory resolution on executive compensation was also approved, receiving 101,944,594 votes for, 41,153,657 against, 954,486 abstentions, and 27,410,909 broker non-votes.

A non-binding shareholder proposal to require an independent board chair did not pass, with 40,910,999 votes for, 102,198,953 against, 942,785 abstentions, and 27,410,909 broker non-votes.

Positive

  • None.

Negative

  • None.

Insights

Routine annual meeting outcomes with strong support for board, auditors, and pay.

Lincoln National’s 2026 meeting results show solid shareholder backing for the existing board and governance framework. All ten directors were elected with substantial majorities, and the ratification of Ernst & Young LLP as auditor drew overwhelming support.

The advisory vote on executive compensation passed with a clear, though less unanimous, majority, indicating general acceptance of the pay program. The proposal to mandate an independent board chair failed decisively, suggesting investors are currently comfortable with the company’s leadership structure; future proxy statements will show if sentiment changes.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for director with highest support 141,173,189 votes James Morris director election
Auditor ratification for votes 167,591,614 votes Ernst & Young LLP as 2026 auditor
Auditor ratification against votes 3,365,510 votes Ernst & Young LLP as 2026 auditor
Say-on-pay for votes 101,944,594 votes Advisory executive compensation resolution
Say-on-pay against votes 41,153,657 votes Advisory executive compensation resolution
Independent chair proposal for 40,910,999 votes Non-binding proposal for independent board chair
Independent chair proposal against 102,198,953 votes Non-binding proposal for independent board chair
broker non-votes financial
"There were no broker non-votes for this item."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory resolution financial
"The proposal to approve an advisory resolution regarding the compensation paid"
An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.
independent auditor financial
"to ratify the appointment of Ernst & Young LLP as the Company’s independent auditor"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
independent board chairman financial
"to require an independent board chairman was not approved based on the following votes"
Annual Meeting of Shareholders financial
"The Company’s 2026 Annual Meeting was held on May 28, 2026."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
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Understanding 8-K Material Events →
0000059558FALSE00000595582026-05-282026-05-280000059558us-gaap:CommonStockMember2026-05-282026-05-280000059558us-gaap:SeriesDPreferredStockMember2026-05-282026-05-28

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)



Indiana1-602835-1140070
(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 classTrading symbol(s)Name of each exchange on which registered
Common StockLNCNew York Stock Exchange
Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D
LNC PRDNew 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. Connelly139,549,2264,214,652288,85927,410,909
Ellen G. Cooper140,233,3643,542,362277,01127,410,909
William H. Cunningham137,494,1345,693,056865,54727,410,909
Reginald E. Davis141,063,8112,127,347861,57927,410,909
Eric G. Johnson138,547,4874,661,800843,45027,410,909
Gary C. Kelly139,339,8793,845,204867,65427,410,909
M. Leanne Lachman135,650,8027,529,292872,64327,410,909
Dale LeFebvre141,002,6462,159,505890,58627,410,909
James Morris141,173,1892,015,026864,52227,410,909
Owen Ryan141,077,4472,110,387864,90327,410,909

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:

ForAgainstAbstentions
167,591,6143,365,510506,522

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:

ForAgainstAbstentionsBroker Non-Votes
101,944,59441,153,657954,48627,410,909



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:

ForAgainstAbstentionsBroker Non-Votes
40,910,999102,198,953942,78527,410,909






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



Source: View Original Filing on SEC EDGAR

FAQ

What did Lincoln National (LNC) shareholders decide at the 2026 annual meeting?

Shareholders elected all ten director nominees, ratified Ernst & Young LLP as auditor, approved the advisory vote on executive compensation, and rejected a shareholder proposal to require an independent board chair, keeping the current governance structure in place.

Were all Lincoln National (LNC) director nominees elected in 2026?

Yes. All ten director nominees were elected for terms ending at the 2027 annual meeting. Each received over 135 million votes in favor, with remaining votes spread among against, abstentions, and broker non-votes on the director election items.

How did Lincoln National (LNC) shareholders vote on the 2026 say-on-pay proposal?

The advisory resolution on executive compensation was approved. It received 101,944,594 votes for, 41,153,657 votes against, 954,486 abstentions, and 27,410,909 broker non-votes, indicating overall support for the company’s executive pay program as disclosed.

Did Lincoln National (LNC) shareholders approve the independent board chair proposal?

No. The non-binding shareholder proposal to require an independent board chair was not approved. It received 40,910,999 votes for, 102,198,953 votes against, 942,785 abstentions, and 27,410,909 broker non-votes, signaling clear investor preference for the current structure.

Who is Lincoln National’s (LNC) independent auditor for 2026?

Shareholders ratified Ernst & Young LLP as Lincoln National’s independent auditor for 2026. The ratification received 167,591,614 votes for, 3,365,510 votes against, and 506,522 abstentions, with no broker non-votes reported on the auditor ratification item.

What were the broker non-votes at Lincoln National’s (LNC) 2026 meeting?

Broker non-votes totaled 27,410,909 on the director elections, the advisory say-on-pay resolution, and the independent board chair proposal. There were no broker non-votes on the ratification of Ernst & Young LLP as the company’s independent auditor for 2026.

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