LOEWS CORP
For the period ended May 12, 2026. Filed Apr 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2026 · Filed Apr 1, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
LOEWS CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.
9 West 57th StreetNew York, NY 10019-2714
Notice of 2026 Annual Meeting of Shareholders
| AGENDA: | DATE:Tuesday, May 12, 2026TIME:11:00 a.m. New York City TimePLACE:Loews Regency New York Hotel540 Park Avenue,New York, New York 10065RECORD DATE:March 17, 2026 | |
| 1 | To elect the ten directors named in this proxy statement; | |
| 2 | To approve, on an advisory basis, the company’s executive compensation; | |
| 3 | To ratify the appointment of our independent auditors for 2026; and | |
| 4 | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
Shareholders of record at the close of business on March 17, 2026 are entitled to notice of and to vote at the meeting and any adjournment or postponement.
YOUR VOTE IS IMPORTANT. PLEASE VOTE AS PROMPTLY AS POSSIBLE BY USING THE INTERNET OR TELEPHONE, OR IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS, BY SIGNING, DATING AND RETURNING THE ACCOMPANYING PROXY CARD.
By order of the Board of Directors,
Marc A. Alpert
Senior Vice President, General Counsel and Secretary
April 1, 2026
Contents
| Proxy Statement Summary | 1 |
|---|---|
| Proposal No. 1: Election of Directors | 3 |
| Director Nominating Process | 3 |
| Director Independence | 4 |
| Director Nominees | 5 |
| Board Governance Information | 9 |
| Corporate Governance | 9 |
| Board Leadership Structure | 9 |
| Board Committees | 10 |
| Board Evaluation Process | 11 |
| Executive Sessions of Non-Management Directors | 12 |
| Director Attendance at Meetings | 12 |
| Board Oversight of Risk Management | 13 |
| Share Ownership Guidelines for Directors | 14 |
| Director Compensation | 14 |
| Transactions with Related Persons | 15 |
| Stock Ownership | 16 |
| Principal Shareholders | 16 |
| Director and Officer Holdings | 17 |
| Proposal No. 2: Advisory Resolution to Approve Executive Compensation | 19 |
| Executive Compensation | 20 |
| Compensation Discussion and Analysis | 20 |
| Executive Summary | 20 |
| Compensation Governance | 23 |
| Compensation Program Structure and Process | 24 |
| 2025 Compensation to Our Named Executive Officers | 30 |
|---|---|
| Other Considerations | 34 |
| Compensation Committee Report on Executive Compensation | 35 |
| Compensation Committee Interlocks and Insider Participation | 35 |
| 2025 Executive Compensation Tables | 36 |
| 2025 Summary Compensation Table | 36 |
| 2025 Grants of Plan-Based Awards | 38 |
| 2025 Outstanding Equity Awards at Fiscal Year-End | 39 |
| 2025 Option Exercises and Stock Vested | 40 |
| Pension Plans | 40 |
| Nonqualified Deferred Compensation | 41 |
| Potential Payments Upon Termination | 42 |
| Pay Versus Performance | 43 |
| CEO Pay Ratio | 46 |
| Proposal No. 3: Ratification of the Appointment of Our Independent Auditors | 47 |
| Audit Fees and Services | 47 |
| Auditor Engagement Pre-Approval Policy | 48 |
| Audit Committee Report | 49 |
| Additional Information | 50 |
| Voting | 50 |
| Other Matters | 51 |
| Submissions of Nominations or Other Proposals for Our 2027 Annual Meeting | 52 |
| Communicating with Our Board | 52 |
We are providing this Proxy Statement in connection with the solicitation by our Board of Directors (our “Board”) of proxies to be voted at our 2026 Annual Meeting of Shareholders (our “Annual Meeting”), which will be held at the Loews Regency New York Hotel, 540 Park Avenue, New York, New York 10065, on Tuesday, May 12, 2026, at 11:00 a.m. New York City Time.
Our mailing address is 9 West 57th Street, New York, New York 10019. Please note that throughout this Proxy Statement we refer to Loews Corporation as “we,” “us,” “our,” “Loews” or the “company.”
Information and reports on websites that we refer to in this Proxy Statement will not be deemed a part of, or otherwise incorporated by reference in, this Proxy Statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.