LOEWS CORPORATION Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. OnMay 10, 2022 , the Board of Directors ofLoews Corporation (the "Company") approved certain technical amendments to, and the amendment and restatement of, the Company's by-laws. Attached hereto as Exhibit 3.02 is a copy of the Company's by-laws as amended and restated as ofMay 10, 2022 . The amendments streamline the by-laws related to the Company's Chairman of the Board and Chairman of the Executive Committee. A description of each provision adopted or changed by amendment and, if applicable, the previous provision, is set forth below. Chairman of the Board (Section 3.3). This new section, formerly Section 5.8, was moved from Article 5 (Officers) to Article 3 (Directors) and the powers and duties of the Chairman of the Board were amended to consist of presiding over meetings of the Board of Directors and performing such other duties as may be assigned to the Chairman of the Board from time to time by the Board of Directors. Officers (Section 5.1). References to the Chairman of the Board and the Chairman of the Executive Committee were deleted from this section. In addition, language was added to clarify that additional officers of the Company may include one or more members of the Office of the President.
Chairman of the Board (Former Section 5.8). This section was deleted from Article 5 (Officers), moved to Article 3 (Directors) and amended as described above.
Chairman of the Executive Committee (Former Section 5.10). This section was deleted.
Loans (Section 6.2). A reference to the Chairman of the Board was deleted from this section.
Certificates; Uncertificated Shares (Section 7.1). A reference to the Chairman of the Board was deleted from this section.
Voting of Shares Held (Article 12). References to the Chairman of the Board were deleted from this article.
Section numbering was updated in Article 3 to reflect the addition of new
Section 3.3 and in Article 5 to reflect the deletion of former Sections 5.8 and
5.10. In addition, cross-references in Sections 2.8(c), 3.16, 4.1(c) and 4.2(b)
were updated to reflect this revised section numbering.
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--------------------------------------------------------------------------------Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company held its 2022 Annual Meeting of Shareholders on
(b) At the Annual Meeting, shareholders elected all of the Company's nominees
for director; approved, on an advisory basis, the Company's named executive
officers' compensation ("Say on Pay"); and ratified the appointment of Deloitte
& Touche LLP as the Company's independent auditor for 2022 ("Auditor
Ratification").
Election of Directors
Votes For Votes Against Votes Abstained Broker Non-Votes
Ann E. Berman 220,889,268 5,022,754 91,134 7,705,772
Joseph L. Bower 207,930,958 17,991,141 81,057 7,705,772
Charles D. Davidson 225,016,166 907,040 79,950 7,705,772
Charles M. Diker 214,344,538 11,565,042 93,576 7,705,772
Paul J. Fribourg 195,368,919 30,459,945 174,292 7,705,772
Walter L. Harris 210,233,216 15,688,619 81,321 7,705,772
Philip A. Laskawy 208,312,973 17,608,650 81,533 7,705,772
Susan P. Peters 225,087,488 832,117 83,551 7,705,772
Andrew H. Tisch 219,771,615 6,146,897 84,644 7,705,772
James S. Tisch 224,202,700 1,734,814 65,642 7,705,772
Jonathan M. Tisch 220,594,185 5,343,573 65,398 7,705,772
Anthony Welters 221,355,091 4,569,099 78,966 7,705,772
Other Proposals
Votes For Votes Against Votes Abstained Broker Non-Votes
Say on Pay 216,873,027 8,945,288 184,841 7,705,772
Auditor Ratification 227,517,936 5,995,493 195,499 0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index.
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