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





On August 27, 2021:



   •  Dennis R. Glass, currently president, Chief Executive Officer ("CEO") and a
      member of the Board of Directors (the "Board") of Lincoln National
      Corporation (the "Corporation"), determined to retire as president and CEO
      of the Corporation, effective following the 2022 Annual Meeting of
      Shareholders (the "2022 Annual Meeting"). He will continue his service on
      the Board and assume the role of Chairman following the 2022 Annual Meeting.




   •  The Board determined that Ellen G. Cooper will become the president and CEO,
      effective following the 2022 Annual Meeting. Ms. Cooper will also be
      nominated for inclusion in the Corporation's slate of nominees for election
      as a member of the Board of Directors at the 2022 Annual Meeting.




   •  The Board determined that William H. Cunningham will relinquish the role of
      Chairman and assume the role of independent Lead Director, effective
      following the 2022 Annual Meeting.

Ms. Cooper, 56, has served as Executive Vice President and Chief Investment Officer since 2012. She added the role of Head of Enterprise Risk in 2019 and in March of 2021 was named the Head of the Annuity Solutions Group. Prior to joining the Corporation, Ms. Cooper worked for Goldman Sachs Asset Management where she served as managing director and global head of the insurance strategy from 2008 to 2012. Earlier in her career, she was the chief risk officer for AEGON Americas from 2006 to 2008.

Following her succession to the role of president and CEO, Ms. Cooper will receive an annual cash base salary of $1,125,000. In addition, for the 2022 fiscal year, Ms. Cooper will be eligible for target awards of: (i) 225% of her base salary under the Company's annual incentive program ("AIP"); and (ii) 575% of her base salary under the Company's long-term incentive program ("LTIP"). The AIP and LTIP were both established under our shareholder-approved 2020 Lincoln National Corporation Incentive Compensation Plan. The Compensation Committee (the "Committee") of the Board of Directors will establish the performance measures and target performance goals for the 2022 AIP and LTIP at its regular meeting in February 2022. Any awards under the 2022 AIP and LTIP will be paid out after the end of the applicable performance period only upon the Committee's determination that threshold performance has been achieved for the performance measures.

A copy of the Corporation's press release dated August 30, 2021 announcing these decisions is attached hereto as Exhibit 99.1.

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

On August 27, 2021, the Corporation's Board approved an amendment to the Amended and Restated Bylaws of the Corporation (the "Bylaws"), effective upon the date of the 2022 Annual Meeting, to modify the language in Article II, Section 1 of the Bylaws to increase the number of authorized Board members from thirteen to fourteen.

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 9.01. Financial Statements and Exhibits.





  (d) Exhibits.




Exhibit
Number                                 Description

3.1       Amended and Restated Bylaws of LNC, effective May 27, 2022.
99.1      Press Release dated August 30, 2021.
104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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