UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
March
14, 2002
Date of
Report (Date of earliest event reported)
Lincoln
National Corporation
(Exact
name of registrant as specified in its charter)
|
Indiana |
1-6028 |
35-1140070 |
|
(State
or other jurisdiction |
(IRS
Employer |
(Commission |
|
of
incorporation) |
Identification
No.) |
File
Number) |
1500
Market Street, West Tower, Suite 3900, Philadelphia, Pennsylvania
19102-2112
(Address
of principal executive offices) (Zip Code)
(215)
448-1400
(Registrant’s
telephone number)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
[
] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
[
] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
[
] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
[
] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
1.01 Entry into a Material Definitive Agreement
a) On March
14, 2002, January 9, 2003 and March 11, 2004, the Compensation Committee of our
Board of Directors approved the performance measures for the three-year,
long-term performance award cycles of 2002-2004, 2003-2005 and 2004-2006,
respectively, under the Lincoln National Corporation Incentive Compensation
Plan, as amended and restated on March 8, 2001 (the “ICP”). The ICP is filed as
Exhibit 3 to our proxy statement for the 2001 Annual Meeting of Shareholders.
The performance measures for the 2002-2004 and 2003-2005 performance cycles are
based on our:
| · |
shareholder
return as compared to a peer group of
companies; |
| · |
growth
in income from operations per share; and |
For the
2002-2004 and 2003-2005 performance cycles, each of the performance measures are
based on our performance relative to the performance of a peer group of
companies.
For the
2004-2006 performance cycle, however, the shareholder return comparison measure
is compared to a modified S&P 500 Index (modified to include only companies
in the S&P 500 for the entire performance period), not to shareholder return
achieved during the same period by a peer group of companies. The other measures
are based on absolute numbers and are not compared to a peer group of companies.
The
awards for the 2002-2004 performance cycle are payable in cash unless the
Compensation Committee approves a payment of the award in stock. The awards for
the 2003-2005 and 2004-2006 performance cycles are payable in cash, stock and
options, or a combination of these, at the election of the participant made no
later than March of the first year of the cycle. The minimum-maximum amount of
awards for all performance cycles as well as the other terms of the awards for
the 2003-2005 and 2004-2006 performance cycles are similar to those described in
the Long-Term
Incentive Awards Framework filed as Exhibit 10(a) to our Form 8-K dated January
20, 2004. A copy of the 2003-2005 form of long-term incentive award agreement is
attached as Exhibit 10(a) hereto.
b) On
January 8, 2004, the Compensation Committee approved the performance-based
compensation measures pursuant to which annual incentive awards may be paid to
executive officers under the ICP. The annual incentive awards may be paid in
cash or shares of common stock pursuant to the terms of the ICP. The
Compensation Committee set corporate performance measures as well as additional
measures for particular business units. The 2004 corporate performance measures
are:
| l |
growth
in our income from operations per share, |
| l |
sales
growth relative to industry-based indices
and |
| l |
success
in attracting and retaining a diverse and talented employee group and in
management development and succession planning.
|
In
addition to the corporate measures, the 2004 performance measures for the CEO of
the Investment Management segment include the investment performance of assets
managed by the segment, and the 2004 performance measures for the CEO of Lincoln
Financial Advisors (“LFA”) business unit include LFA income from operations and
LFA sales growth relative to industry-based indices.
As used
above in (a) and (b), income from operations is defined as net income determined
in accordance with generally accepted accounting principles (“GAAP”) excluding,
as applicable, the after-tax
effects of realized gain or losses on investments and derivatives, restructuring
charges, gains (losses) related to reinsurance embedded derivatives/trading
account assets, cumulative effect of accounting changes, reserve changes on
business sold through reinsurance net of related deferred gain amortization,
gains (losses) on the sale of subsidiaries and blocks of business and loss on
early retirement of debt, including subordinated debt. This is the measure that
the Compensation Committee uses to evaluate the performance of our businesses.
Return on equity as used above is calculated based on income from
operations.
Item
9.01. Financial Statements and Exhibits.
The
following exhibits are included with this Form 8-K.
|
Exhibit
Number
|
Description
|
|
|
|
10(a)
|
Form
of Long-Term Incentive Award Agreement (2003-2005 Performance
Cycle)
|
|
|
|
10(b)
|
2004
Annual Incentive Award Measures
|
|
|
|
10(c)
|
2002-2004
Long-Term Incentive Award Measures
|
|
|
|
10(d)
|
2003-2005
Long-Term Incentive Award Measures
|
|
|
|
10(e)
|
2004-2006
Long-Term Incentive Award Measures
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
LINCOLN
NATIONAL CORPORATION
By /s/
Richard C. Vaughan
Name: Richard
C. Vaughan
Title: Executive
Vice President and
Chief
Financial Officer
Date: February
16, 2005
Exhibit
Index
|
Exhibit
Number
|
Description
|
|
|
|
10(a)
|
Form
of Long-Term Incentive Award Agreement (2003-2005 Performance
Cycle)
|
|
|
|
10(b)
|
2004
Annual Incentive Award Measures
|
|
|
|
10(c)
|
2002-2004
Long-Term Incentive Award Measures
|
|
|
|
10(d)
|
2003-2005
Long-Term Incentive Award Measures
|
|
|
|
10(e)
|
2004-2006
Long-Term Incentive Award Measures
|
|
|