Good morning. This is the audiocast of the Lincoln National Corporation 2026 Annual Meeting of Shareholders. This meeting is being held virtually and all participants are in a listen-only mode. Please note, the meeting is being recorded. I would now like to turn the call over to Ellen Cooper.
Good morning. Welcome to the Lincoln National Corporation 2026 Annual Meeting of Shareholders. I am Ellen Cooper, the Chairman, President, and Chief Executive Officer of Lincoln National Corporation, and I will be chairing today's meeting. I am pleased to convene the meeting. The agenda for today's meeting is available on the virtual meeting portal, as are the meeting rules and procedures. If you have not read the rules of conduct, please take a minute to read them. These are the rules we are going to follow this morning. As provided in the agenda, we will conduct the formal business of the annual meeting as set forth in our notice of meeting and proxy statement. As described in the proxy materials and meeting rules of conduct, shareholders had an opportunity to submit questions in advance of this morning's meeting.
After the presentation of the proposals that make up the formal business of the meeting, we will address the questions submitted that are relevant and pertinent to the business of the meeting. The meeting will now come to order, and the polls are open for voting. If you are a shareholder or hold a proxy for a shareholder and would like to vote, please follow the voting instructions on the meeting portal. After all proposals to be voted on have been presented, we will allow one additional minute for voting, and then the polls will be closed, and voting completed as indicated in the meeting agenda. Before we address the official business of this meeting, I would like to introduce the other members of our board of directors present. These directors, who along with myself comprise our director nominees, are all participating virtually this morning.
Ms. Deirdre Connelly, Mr. Bill Cunningham, Mr. Reggie Davis, Mr. Eric Johnson, Mr. Gary Kelly, Ms. Leanne Lachman, Mr. Dale LeFebvre, Mr. Jim Morris, and Mr. Owen Ryan. Additionally, a representative from our independent registered public accounting firm, EY, is also in attendance. The EY representative is available to answer appropriate questions during the question and answer session later this morning. I would now like to introduce Nancy Smith, our Corporate Secretary. Nancy is going to report on some formal matters related to holding of this meeting.
Thank you, Madam Chairman. There has been provided for this meeting an affidavit of mailing attesting to the mailing of the notice of meeting, proxy statement, proxy card, notice of internet availability, and annual report to shareholders. The list of our shareholders of record entitled to notice of this annual meeting is available for inspection by shareholders by following the instructions on the virtual meeting portal. It will remain available for inspection during the meeting. In addition, the inspector of elections has signed an oath of office and has determined that a majority of the shares required for a meeting forum are present either in person or by proxy. Accordingly, as a forum is present, the business portion of the meeting is in order to proceed.
Thank you, Nancy. I declare that this meeting is duly constituted and convened. As set forth in the meeting notice, there are four items to be voted on at this meeting. As I stated earlier, the polls are open for voting on these proposals and will remain open during the business portion of the meeting. The first item to be considered today is the election of 10 directors for a one-year term expiring at the 2027 annual meeting of shareholders, or until their successors shall be elected and shall qualify. I have already introduced the nominees, and additional information about each nominee is available in the proxy statement. The board of directors recommends that you vote for each of the nominees. No other timely written notice of nomination was received by the corporate secretary in accordance with the bylaws. Therefore, I declare that director nominations are closed.
The second item to be considered today is the ratification of the appointment of EY as our independent registered public accounting firm for 2026. The representative from EY has been given the opportunity to make a statement and has already informed me that they do not wish to make a statement at this time. The representative from EY will be available to respond to appropriate questions during the question and answer portion of today's meeting. The board of directors recommends that you vote for the ratification of EY as the company's independent registered public accounting firm for 2026. The third item to be considered today is the non-binding advisory resolution seeking approval of the 2025 compensation for our named executive officers as described in the proxy statement. The board recommends that you vote in favor of the non-binding advisory resolution.
I will now pause to address any questions on the three management proposals.
Madam Chairman, we have not received any questions on the management proposals.
Thank you, Nancy. The fourth and final item to be considered today is an advisory shareholder proposal requesting that the board of directors adopt as policy and amend Lincoln National Corporation's governing documents as necessary to require that the chairman of the board of directors, whenever possible, be an independent member of the board. The proponent of this proposal is Mr. John Chevedden. Shortly, I will recognize Mr. Chevedden's representative, Mr. Glenn Beatty, who will have up to three minutes to present the proposal. Operator, will you please open the line for Mr. Beatty to present the proposal?
Mr. Beatty, your line has been opened.
Thank you. Proposal four, independent board chairman, sponsored by John Chevedden. Shareholders request that the board of directors adopt an enduring policy and amend the governing documents as necessary, including the corporate governance guidelines, in order that two separate people hold the office of the chairman and the office of the CEO as soon as possible. The chairman of the board shall be an independent director. An independent lead director shall not be a substitute for an independent board chairman. The board shall have the discretion to select an interim chairman of the board, who is not an independent director, to serve while the board is required to seek an independent chairman of the board on an accelerated basis. An independent board chairman, at all times, improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence.
This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. An independent board chairman could help Lincoln National deal with the long-term decline of Lincoln National stock. Lincoln National stock was at $86 in 2018 and at only $35 now, in spite of a robust stock market. An independent board chairman could also help Lincoln National deal with issues like these. Variable annuity net outflows have widened, reaching $2.2 billion in Q1, which has raised concerns about Lincoln National's annuity mix shift. Analysis from analysts from U.S. News and Yahoo Finance have pointed to Lincoln National's high debt-to-capital ratio, 35%, compared to the 14% industry average. Fears regarding potential private credit losses and legacy variable annuity risks have weighed heavily on the Lincoln National stock price.
Please vote yes, independent board chairman, Proposal four. Thank you.
Thank you. The board has considered the proponent's proposal and recommends a vote against the proposal. The board's response to this proposal can be found on pages 95 through 97 of the proxy statement. I will now pause to address any questions submitted on this proposal.
Madam Chairman, we have not received any questions on this proposal.
There being no questions on this proposal, the discussion is closed. That concludes the presentation of the proposals set forth in the proxy statement. I will pause for one minute to allow shareholders to submit any final votes. I now declare the polls officially closed. Nancy, do you have the preliminary results of the voting?
Yes, Madam Chairman. The Inspector of Elections has determined that based on the votes cast and received, each of the director nominees has been elected. The appointment of EY has been ratified. The non-binding resolution approving the compensation of the named executive officers has been approved. The shareholder advisory proposal regarding the requirement to have an independent board chairman has failed to receive a majority of the votes cast at this meeting.
Thank you, Nancy. This now concludes the business of the meeting. I declare the meeting is adjourned. We will now move to the question and answer portion of the meeting. Shareholders have had an opportunity to submit questions in advance of this meeting through the voting and meeting material website at proxyvote.com. If we are not able to address your question this morning, you are welcome to contact our investor relations department after today's meeting. Nancy, have we received any questions?
Thank you, Madam Chairman. We have not received any questions from shareholders.
Thank you, Nancy. That concludes today's meeting. We thank you for attending the 2026 annual meeting of shareholders and wish you well.
That does conclude today's conference call and webcast. We do thank you for joining. You may now disconnect your lines.