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LINCOLN NATIONAL CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 28, 2014



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 22, 2014, at the Lincoln National Corporation ("we" or the "Company") Annual Meeting of Shareholders, our shareholders approved the Lincoln National Corporation 2014 Incentive Compensation Plan (the "2014 ICP"). A description of the 2014 ICP is incorporated herein by reference from pages 57 - 66 of the proxy statement for the 2014 Annual Meeting of Shareholders. The 2014 ICP is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders

(a) The 2014 Annual Meeting of Shareholders of Lincoln National Corporation ("LNC") was held on May 22, 2014.

(b) Shareholders voted on the matters set forth below.

Item 1. Election of Directors

The nominees for election to the Board of Directors were elected, each for a three-year term. For each nominee, the votes cast for, against, abstentions, and broker non-votes were as follows:

Aggregate Votes Broker



Director Nominee For Against Abstentions Non-Votes

Dennis R. Glass 194,832,121 1,872,347 1,445,562 28,100,279 Gary C. Kelly 194,604,263 1,180,283 2,365,484 28,100,279 Michael F. Mee 192,712,259 3,066,664 2,371,107 28,100,279

Item 2. Ratification of Auditors

The proposal to ratify the appointment of Ernst & Young LLP as LNC's independent registered public accounting firm for 2014 was approved. The votes cast for and against this proposal, as well as the abstentions were as follows:

Aggregate Votes

For Against Abstentions 222,672,476 2,088,690 1,489,143



There were no broker non-votes for this item.

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Item 3. Advisory Vote on Executive Compensation

The resolution to approve, on an advisory basis, the compensation of LNC's executive officers named in the proxy statement for the 2014 Annual Meeting of Shareholders was approved. The votes cast for and against this proposal, as well as the abstentions, were as follows:

Aggregate Votes



For Against Abstentions Broker Non-Votes 189,027,703 7,364,668 1,757,300 28,100,638

Item 4. Approval of the 2014 ICP



The proposal to approve the 2014 ICP as described in the proxy statement for the 2014 Annual Meeting of Shareholders was approved. The votes cast for and against this proposal, as well as the abstentions, were as follows:

Aggregate Votes



For Against Abstentions Broker Non-Votes 185,419,902 11,075,565 1,654,204 28,100,638

-------------------------------------------------------------------------------- Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Lincoln National Corporation 2014 Incentive Compensation Plan (effective May 22, 2014) is filed herewith.



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Source: Edgar Glimpses


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