Lincoln National (LNC) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 28, 2026, in a virtual-only format to enhance accessibility and reduce environmental impact.

• Shareholders can vote on key proposals online, by phone, mail, or during the meeting; record date is March 23, 2026.

• 2025 marked significant progress, with strong total shareholder return (TSR) outperforming the S&P 500 and peer group averages over one- and three-year periods.

• Strategic priorities included building foundational capital, optimizing the operating model, and focusing on profitable growth.

• Notable business highlights: strong earnings in Group Protection, 25% annuities sales growth, 50% increase in life insurance sales, and a strategic partnership with Bain Capital providing $825 million in growth capital.

Voting matters and shareholder proposals

• Election of ten directors for a one-year term.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Shareholder proposal to require an independent board chairman, which the board recommends voting against.

Board of directors and corporate governance

• Board consists of ten members, nine of whom are independent; diverse skills in finance, operations, governance, and risk management.

• Board leadership structure combines CEO and Chairman roles, with a Lead Independent Director providing oversight.

• Annual board, committee, and individual director evaluations; ongoing board refreshment and use of an outside search firm for director candidates.

• Shareholder rights include proxy access, right to call special meetings, and majority voting for directors.