Lincoln National (LNC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 22, 2025, with shareholders able to vote online or by proxy.

• Key 2024 achievements include strong capital foundation, operational efficiency, and profitable growth, with a 24.8% total shareholder return.

• The company closed the sale of its wealth management business, improved its RBC ratio above 430%, and established a Bermuda-based reinsurance subsidiary.

• Group Protection, Annuities, and Retirement Plan Services delivered record or strong results, while Life Insurance was repositioned for profitability.

• The company refreshed its brand and continued to focus on sustainability, diversity, and responsible investing.

Voting matters and shareholder proposals

• Shareholders will vote on: election of ten directors, ratification of Ernst & Young as auditor, advisory say-on-pay, amendment to the 2020 Incentive Compensation Plan, and a shareholder proposal for an independent board chairman.

• The board recommends voting for all management proposals and against the shareholder proposal.

• The shareholder proposal seeks to require an independent board chairman; the board opposes this, citing flexibility and strong governance practices.

Board of directors and corporate governance

• Nine of ten director nominees are independent; the board is diverse in skills, gender, and ethnicity.

• The board has a Lead Independent Director and robust governance guidelines, including annual board and committee evaluations.

• Board refreshment continues, with four new independent directors since 2020 and recent committee chair rotations.

• Shareholders have proxy access and the right to call special meetings at a 10% threshold.