LOEWS CORPORATION

(L)
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Delayed Nyse  -  04:00 2022-07-01 pm EDT
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LOEWS CORP : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

05/11/2022 | 03:30pm EDT
Item 5.03        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



  On May 10, 2022, the Board of Directors of Loews Corporation (the "Company")
approved certain technical amendments to, and the amendment and restatement of,
the Company's by-laws. Attached hereto as Exhibit 3.02 is a copy of the
Company's by-laws as amended and restated as of May 10, 2022.

The amendments streamline the by-laws related to the Company's Chairman of the
Board and Chairman of the Executive Committee. A description of each provision
adopted or changed by amendment and, if applicable, the previous provision, is
set forth below.

Chairman of the Board (Section 3.3). This new section, formerly Section 5.8, was
moved from Article 5 (Officers) to Article 3 (Directors) and the powers and
duties of the Chairman of the Board were amended to consist of presiding over
meetings of the Board of Directors and performing such other duties as may be
assigned to the Chairman of the Board from time to time by the Board of
Directors.

Officers (Section 5.1). References to the Chairman of the Board and the Chairman
of the Executive Committee were deleted from this section. In addition, language
was added to clarify that additional officers of the Company may include one or
more members of the Office of the President.

Chairman of the Board (Former Section 5.8). This section was deleted from Article 5 (Officers), moved to Article 3 (Directors) and amended as described above.

Chairman of the Executive Committee (Former Section 5.10). This section was deleted.

Loans (Section 6.2). A reference to the Chairman of the Board was deleted from this section.

Certificates; Uncertificated Shares (Section 7.1). A reference to the Chairman of the Board was deleted from this section.

Voting of Shares Held (Article 12). References to the Chairman of the Board were deleted from this article.


Section numbering was updated in Article 3 to reflect the addition of new
Section 3.3 and in Article 5 to reflect the deletion of former Sections 5.8 and
5.10. In addition, cross-references in Sections 2.8(c), 3.16, 4.1(c) and 4.2(b)
were updated to reflect this revised section numbering.

                                       2
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Item 5.07   Submission of Matters to a Vote of Security Holders.


(a) The Company held its 2022 Annual Meeting of Shareholders on May 10, 2022 (the "Annual Meeting").


(b) At the Annual Meeting, shareholders elected all of the Company's nominees
for director; approved, on an advisory basis, the Company's named executive
officers' compensation ("Say on Pay"); and ratified the appointment of Deloitte
& Touche LLP as the Company's independent auditor for 2022 ("Auditor
Ratification").

Election of Directors

                          Votes For     Votes Against   Votes Abstained     Broker Non-Votes

Ann E. Berman           220,889,268         5,022,754            91,134            7,705,772
Joseph L. Bower         207,930,958        17,991,141            81,057            7,705,772
Charles D. Davidson     225,016,166           907,040            79,950            7,705,772
Charles M. Diker        214,344,538        11,565,042            93,576            7,705,772
Paul J. Fribourg        195,368,919        30,459,945           174,292            7,705,772
Walter L. Harris        210,233,216        15,688,619            81,321            7,705,772
Philip A. Laskawy       208,312,973        17,608,650            81,533            7,705,772
Susan P. Peters         225,087,488           832,117            83,551            7,705,772
Andrew H. Tisch         219,771,615         6,146,897            84,644            7,705,772
James S. Tisch          224,202,700         1,734,814            65,642            7,705,772
Jonathan M. Tisch       220,594,185         5,343,573            65,398            7,705,772
Anthony Welters         221,355,091         4,569,099            78,966            7,705,772



Other Proposals

                                              Votes For            Votes Against            Votes Abstained              Broker Non-Votes

Say on Pay                                  216,873,027                8,945,288                    184,841                     7,705,772
Auditor Ratification                        227,517,936                5,995,493                    195,499                             0


                 Item 9.01   Financial Statements and Exhibits.



(d) Exhibits.

See Exhibit Index.

                                       3

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© Edgar Online, source Glimpses

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