8-KThe WireRoutine
Shareholder Vote
Filed May 10, 2023 · 3y ago · Accession 0000060086-23-000104
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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
Date of Report (Date of earliest event reported) May 9, 2023
LOEWS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-6541 13-2646102
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
667 Madison Avenue , New York , NY
10065-8087
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: ( 212 ) 521-2000
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value L New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Loews Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders on May 9, 2023 (the “Annual Meeting”). A brief description of the matters voted upon at the Annual Meeting and the results of the voting on such matters are set forth below.
Proposal 1: Election of Directors . Shareholders elected each of the Company’s nominees for director.
Votes For Votes Against Votes Abstained Broker Non-Votes
Ann E. Berman 199,550,238 10,151,898 220,624 7,306,679
Joseph L. Bower 191,632,844 18,067,034 222,882 7,306,679
Charles D. Davidson 208,698,263 1,001,848 222,649 7,306,679
Charles M. Diker 198,945,142 10,754,819 222,799 7,306,679
Paul J. Fribourg 177,013,143 32,655,945 253,672 7,306,679
Walter L. Harris 192,915,717 16,783,666 223,377 7,306,679
Susan P. Peters 208,073,398 1,671,882 177,480 7,306,679
Andrew H. Tisch 202,944,348 6,790,769 187,643 7,306,679
James S. Tisch 207,341,666 2,394,257 186,837 7,306,679
Jonathan M. Tisch 203,723,284 6,015,712 183,764 7,306,679
Anthony Welters 194,016,930 15,707,056 198,774 7,306,679
Proposal 2: Say on Pay . Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers’ (“Say on Pay”).
Votes For Votes Against Votes Abstained Broker Non-Votes
202,064,572 7,570,416 287,772 7,306,679
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Proposal 3: Say on Frequency . Shareholders chose, on an advisory basis, every one year for the frequency of future Say on Pay votes (“Say on Frequency”).
Votes for 1 Year Votes for 2 Years Votes for 3 Years Votes Abstained Broker Non-Votes
206,236,546 27,249 3,322,056 336,909 7,306,679
In light of the vote of the shareholders on this matter, the Company’s Board of Directors has determined that Say on Pay votes will be conducted every year, until the next Say on Frequency vote.
Proposal 4: Auditor Ratification . Shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2023.
Votes For Votes Against Votes Abstained
211,281,578 5,700,821 247,040
Proposal 5: Amendment to Certificate of Incorporation . Shareholders approved an amendment to the Company’s Certificate of Incorporation to update the exculpation provision in light of recent changes to Delaware law regarding officer exculpation.
Votes For Votes Against Votes Abstained Broker Non-Votes
183,661,567 25,928,553 332,640 7,306,679
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index.
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EXHIBIT INDEX
Exhibit No.
104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
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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.
LOEWS CORPORATION
(Registrant)
Dated: May 10, 2023
By: /s/ Marc A. Alpert
Marc A. Alpert
Senior Vice President,
General Counsel
and Secretary
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Filing details
- Company
- LOEWS CORP
- Ticker
- L
- CIK
- 60086
- Form type
- 8-K
- Filing date
- May 10, 2023
- Report date
- May 9, 2023
- Document
- l-20230509.htm
- Size
- 244 KB