LINCOLN NATIONAL CORP
Shareholder Proposals
Item 4
Amend governing documents to require separation of the Chairman and CEO roles and require the Chairman be an independent director.
The proposal requests the Board adopt a policy (and amend governing documents if necessary) to separate the roles of Chairman and CEO so that the Chairman is an independent director, with the Board allowed to appoint a non-independent interim chair only while an independent chair is sought. The proponent argues that an independent chair would provide impartial oversight, strengthen management accountability and enhance shareholder confidence and transparency. The submission cites company performance concerns (including stock price decline since 2018, reported negative operating cash flow in the first nine months of 2025, and third-quarter sales declines) as rationale for enhanced independent oversight. The proposal allows for phased implementation tied to CEO contract renewal or the next CEO transition but urges adoption promptly to maximize benefit.