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

On May 27, 2022, at the Lincoln National Corporation ("Company") 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting"), the Company's shareholders approved Amendment No. 1 (the "Amendment") to the Lincoln National Corporation 2020 Incentive Compensation Plan (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 1,850,000 shares, to 7,050,000 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 14, 2022, at pages 88-92.

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

The Company's 2022 Annual Meeting was held on May 27, 2022. Shareholders voted as follows on the matters presented for a vote.

Item 1. Election of Directors

The thirteen nominees for election to the Board of Directors (the "Board") were elected, each for a term expiring at the Company's 2023 Annual Meeting of Shareholders, based upon the following votes:


                                                           Broker

Director Nominee For Against Abstentions Non-Votes

Deirdre P. Connelly 132,464,149 4,501,602 164,193 17,023,941

Ellen G. Cooper 133,832,019 3,135,597 162,326 17,023,941

William H. Cunningham 126,261,299 9,868,100 1,000,544 17,023,941



Reginald E. Davis     134,592,418  2,347,025     190,500 17,023,941

Dennis R. Glass       128,621,178  8,273,290     235,474 17,023,941

Eric G. Johnson       127,392,262  8,729,314   1,008,367 17,023,941

Gary C. Kelly         128,496,077  7,626,111   1,007,755 17,023,941

M. Leanne Lachman     127,965,562  8,121,474   1,042,906 17,023,941

Dale LeFebvre         135,759,754  1,156,382     213,807 17,023,941

Janet Liang           134,953,091  1,984,424     192,428 17,023,941

Michael F. Mee        127,818,256  8,283,350   1,028,336 17,023,941

Patrick S. Pittard    124,025,619 12,059,327   1,044,997 17,023,941

Lynn M. Utter         131,997,904  4,953,585     178,455 17,023,941






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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 2022 was approved based on the following votes:



    For      Against  Abstentions
146,112,021 7,887,771   154,091

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 2022 Proxy Statement, was approved based on the following votes:

For Against Abstentions Broker Non-Votes 116,751,870 19,668,575 709,498 17,023,941

Item 4. 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 127,323,368 9,269,953 536,622 17,023,941

Item 5. 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 37,015,044 98,749,655 1,365,244 17,023,941

Item 6. Non-Binding Shareholder Proposal Regarding Ratification of Executive Termination Pay

The non-binding shareholder proposal to requesting that the Board seek shareholder approval or ratification of new or renewed pay 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 67,148,211 69,415,067 566,665 17,023,941

Item 9.01. Financial Statements and Exhibits.



  (c) Exhibits.



Exhibit
Number    Description

10.1 * Amendment No. 1 to the Lincoln National Corporation 2020 Incentive


          Compensation Plan (effective May 27, 2022), incorporated by reference
          to Exhibit 4.4 to the Company's Registration Statement on Form S-8
          (File No. 333-265314) filed with the SEC on May 31, 2022.
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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