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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
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| Date of Report (Date of earliest event reported) | | May 9, 2023 |
LOEWS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-6541 | | 13-2646102 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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667 Madison Avenue, New York, NY | 10065-8087 |
| (Address of principal executive offices) | (Zip Code) |
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| 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:
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| 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).
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.
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| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
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| 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”).
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| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
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| 202,064,572 | 7,570,416 | 287,772 | 7,306,679 |
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”).
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| Votes for 1 Year | Votes for 2 Years | Votes for 3 Years | Votes Abstained | Broker Non-Votes |
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| 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.
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| 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.
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| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
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| 183,661,567 | 25,928,553 | 332,640 | 7,306,679 |
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| Item 9.01 | Financial Statements and Exhibits. | |
(d) Exhibits.
See Exhibit Index.
EXHIBIT INDEX
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| Exhibit No. | | |
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| 104 | | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
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.
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| | LOEWS CORPORATION |
| | (Registrant) |
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Dated: May 10, 2023 | By: | /s/ Marc A. Alpert |
| | Marc A. Alpert |
| | Senior Vice President, |
| | General Counsel |
| | and Secretary |