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

On May 25, 2023, at the Lincoln National Corporation ("Company") 2023 Annual Meeting of Shareholders (the "2023 Annual Meeting"), the Company's shareholders approved Amendment No. 2 (the "Amendment") to the Lincoln National Corporation 2020 Incentive Compensation Plan, as amended by Amendment No. 1 thereto (as amended, the "2020 Plan"). The Amendment increased the total number of shares of the Company's common stock authorized for issuance under the 2020 Plan by 4,500,000 shares, to 11,550,000 shares. A copy of the Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

The material terms and conditions of the 2020 Plan are described in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 13, 2023, at pages 101-106.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 25, 2023, the Company's Board of Directors (the "Board") approved an amendment to the Amended and Restated Bylaws of the Company (the "Bylaws"), effective May 25, 2023, to modify the language in Article II, Section 1 of the Bylaws to decrease the number of authorized Board members from thirteen to eleven.

The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws attached hereto as Exhibit 3.1 and incorporated herein by reference.

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

The Company's 2023 Annual Meeting was held on May 25, 2023. Shareholders voted as follows on the matters presented for a vote.

Item 1. Election of Directors

The eleven nominees for election to the Board were elected, each for a term expiring at the Company's 2024 Annual Meeting of Shareholders, based upon the following votes:


                                                          Broker
Director Nominee          For      Against  Abstentions Non-Votes

Deirdre P. Connelly 109,192,183 8,807,341 548,287 23,929,526 Ellen G. Cooper 106,456,237 8,032,918 4,058,655 23,929,526 William H. Cunningham 109,166,112 8,672,063 709,636 23,929,526 Reginald E. Davis 115,084,389 2,982,214 481,207 23,929,526 Eric G. Johnson 109,358,505 8,716,982 472,324 23,929,526 Gary C. Kelly 111,321,832 6,720,426 505,554 23,929,526 M. Leanne Lachman 109,986,289 7,951,542 609,980 23,929,526 Dale LeFebvre 115,094,886 2,943,486 509,439 23,929,526 Janet Liang

           113,792,466 4,275,012     480,333 23,929,526
Michael F. Mee        109,808,725 8,020,705     718,381 23,929,526
Lynn M. Utter         115,787,547 2,250,315     509,949 23,929,526

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Item 2. Ratification of Auditors

The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent auditor for 2023 was approved based on the following votes:



    For      Against  Abstentions
133,633,920 8,143,987   699,430

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 2023 Proxy Statement, was approved based on the following votes:

For Against Abstentions Broker Non-Votes 92,923,253 24,621,844 1,002,714 23,929,526

Item 4. Advisory Proposal Regarding Frequency of Future Advisory Resolutions on Executive Compensation

A one-year frequency was approved, on an advisory basis, with respect the proposal regarding the frequency (every one, two or three years) of future advisory resolutions on the compensation of the Company's named executive officers, based on the following votes:

One Year Two Years Three Years Abstentions Broker Non-Votes 114,524,883 314,809 2,538,389 581,573 24,512,977

Item 5. Approval of Amendment to Lincoln National Corporation 2020 Incentive Compensation Plan

The proposal to approve the Amendment to the 2020 Plan was approved based on the following votes:

For Against Abstentions Broker Non-Votes 82,569,774 35,131,526 846,511 23,929,526

Item 6. 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 chair was not approved based on the following votes:

For Against Abstentions Broker Non-Votes 54,622,341 63,173,840 751,630 23,929,526

Item 7. Non-Binding Shareholder Proposal Regarding Ratification of Executive Termination Pay

The non-binding shareholder proposal requesting that the Board seek shareholder approval or ratification of new or renewed executive pay packages that provide for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive's base salary plus short-term bonus was not approved based on the following votes:

For Against Abstentions Broker Non-Votes 18,543,483 99,330,674 668,949 23,929,526


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Item 9.01. Financial Statements and Exhibits.



  (c) Exhibits.



Exhibit

Number Description 3.1 Amended and Restated Bylaws of the Company, effective May 25, 2023. 10.1* Amendment No. 2 to the Lincoln National Corporation 2020 Incentive


        Compensation Plan (effective May 25, 2023).
104     Cover Page Interactive Data File (embedded with the Inline XBRL
        document).

_____________

* This exhibit is a management contract or a compensatory plan or arrangement.

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