Good morning. I am Bill Cunningham, the Chairman of the Board of Lincoln National Corporation, and I will be chairing today's meeting. On behalf of the board, our management team, and employees, we are delighted that you have come to the 49th annual meeting of the shareholders of Lincoln National Corporation. I would also like to acknowledge those listening via webcast. I'm pleased to convene the meeting. If you did not register or receive an agenda as you entered, would you please raise your hand? Has anyone been missed? The agenda sets forth the rules and procedures for today's meeting. As provided in the agenda, we will first conduct the formal business of the annual meeting as set forth in our notice of meeting and proxy statement and the notice of internet availability of those materials.
After we adjourn the formal business of the meeting, there will be a question and answer period. At that time, we will invite you to ask questions on matters relating to the operations of Lincoln National Corporation. Today's meeting is being webcast and recorded. The audio recording of today's meeting will be available for replay through Monday, June 27th, 2016. Should you need assistance during or after the meeting, please see one of the people at the registration desk. I would like to introduce the other members of our board of directors sitting in the audience today. Will each director please stand when your name is called? Deirdre P. Connelly. Dennis R. Glass. George W. Henderson III. Eric G. Johnson. Gary C. Kelly. M. LeAnn Lachman. Michael F. Mee. William Porter Payne. Patrick S. Pittard, and Isaiah Tidwell. These are our directors. Will you please give them a hand?
Representatives of our independent registered public accounting firm, Ernst & Young LLP, are also in the audience. Although they have declined to make a statement, they will be available to answer appropriate questions regarding the 2015 audit during the question and answer session later this morning. The Inspector of Elections for this meeting, Wells Fargo Shareowner Services, has in its possession 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 Inspector of Elections has also reported that more than the majority of shares required for quorum, as specified in the bylaws, are either present or in person by proxy. A quorum is present, and the meeting is in order to proceed. I ask Kirkland Hicks, Secretary of the Corporation, to serve as Secretary of the meeting.
The list of shareholders entitled to notice of this annual meeting, as well as the minutes of our last annual meeting held May 21st, 2015, are available for inspection by shareholders. As set forth in the meeting notice, there are four items to be voted on at this meeting. The first item to be considered today is the election of directors. The board has nominated myself, George W. Henderson III, Eric G. Johnson, M. LeAnn Lachman, William Porter Payne, Patrick S. Pittard, and Isaiah Tidwell as directors to serve for a one-year term to expire at the 2017 annual meeting or until their successors shall be elected and shall qualify. No other written notice of nomination was received by the corporate secretary in accordance with bylaws. Mr. Hicks, do you have a motion regarding the election of directors?
Yes, Mr. Chairman. I move that Ms. Lachman and Messrs. Cunningham, Henderson, Johnson, Payne, Pittard, and Tidwell be nominated as members of the board of directors of Lincoln National Corporation for the term specified in the proxy statement.
Is there a second?
Second.
Because the secretary has not received any notice of shareholder nominees, I declare the nominations are closed. The second item to be considered today is the ratification of the appointment of Ernst & Young LLP as our independent registered accounting firm for 2016. Mr. Hicks, do you have a motion relating to the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31st, 2016?
Yes. Mr. Chairman, I move that the ratification of the appointment of Ernst & Young be approved.
Is there a second?
Second.
The third item to be considered today is a non-binding advisory resolution seeking approval of the 2015 compensation for our named executive officers as described in the proxy statement. Mr. Hicks, would you introduce the motion?
Yes. Mr. Chairman, I move that the following resolution be adopted. Resolved, that the shareholders approve, on an advisory basis, the compensation of the named executive officers of the company as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis to 2015 compensation tables regarding named executive officer compensation, and the accompanying narrative disclosure in the proxy statement for the 2016 annual meeting of shareholders.
Is there a second?
Second.
The last item to be considered today is the shareholder proposal requesting the board of directors take the steps necessary to amend the Lincoln National Corporation's restated articles of incorporation and amended and restated bylaws to adopt simple majority vote. I will recognize the sponsor of the resolution, who may introduce the proposal and make brief supporting statements. Will the representative of Mr. Steiner please proceed to the microphone, state your name for the record, and present your proposal?
Colleen Keast. Proposal four, simple majority vote, sponsored by Kenneth Steiner of Great Neck, N.Y. Resolved, shareholders request that our board take the steps necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be eliminated and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary, this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. Share owners are willing to pay a premium for shares of corporations that have excellent corporate governance.
Super majority voting requirements, the targets of this proposal, have been found to be one of six entrenching mechanisms that are related to below average company performance, according to What Matters in Corporate Governance by Lucian Bebchuk of the Harvard Law School. This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw Hill, and Macy's. Please vote to enhance shareholder value, simple majority vote proposal four.
Thank you. Does anyone wish to comment on this proposal? Please note that supporting statements or other comments should be limited to five minutes or less. Thank you. The board's response to this proposal was on pages 73 and 74 of the proxy statement. Are there any questions related specifically to the four items presented? Seeing no further questions, or no questions, let's proceed with the voting. If you already sent in your proxy, you do not have to take any further action, as your proxy will be voted in the manner you directed. If you wish to vote in person, please raise your hand and keep it raised until the attendant has provided you a ballot.
Remember, to vote at this meeting or change your vote, you must have been a shareholder of record on March 21st, 2016, or a beneficial owner on such date with the appointment of an agent or proxy from the record owner. You should complete and sign the ballot. When you have marked and signed the ballot, please raise your hand so that it may be collected. I see no one wishing to vote by ballot. As there is no further business to come before the meeting, the polls will now close. Mr. Hicks, do you have the preliminary results of the voting?
Yes, Mr. Chairman. The Inspector of Elections has determined that based on the votes cast and received, that each of the directors has been elected, the appointment of Ernst & Young has been ratified, the non-binding resolution approving the compensation of the named executive officers, and the proposal to adopt simple majority vote have been approved.
Thank you. This now concludes the formal business of the meeting. Therefore, I declare the meeting is adjourned. Now we'd like to open the floor for questions about matters relating to the operations of the corporation. If you wish to ask a question, I would ask you to proceed to a microphone and identify yourself. First, let me turn the meeting over to Dennis Glass, our CEO.
Thank you, Bill, and as Bill indicated, I'll be happy to take any question from shareholders in attendance this morning regarding the operations of the company. Given no questions, I would invite you to read Bill and my letter to the shareholders for a review of last year's results. This can be found in the annual report. Also, we will be hosting an investor day on June 9th. During this meeting, management will provide a detailed review of our strategy and results. Please go to our website, www.lfg.com, for information about the meeting and to access the webcast. Finally, let me thank our board of directors, our senior management committee, and our employees for their time and energy devoted to creating long-term shareholder value. Thank you.
Dennis, thank you very much. We are indeed very proud of our management team and all the people who work at Lincoln. They do a great job for everyone, our customers and our shareholders. With that, we wish you to have a great new year, and we'll see you next year. We are adjourned.