LOEWS CORP
For the period ended May 12, 2026. Filed Apr 1, 2026.
View on SEC.govAbout this filing
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
Contents
Proxy Statement Summary
| Table of Contents | Proxy Statement Summary |
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Proxy Statement Summary
Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting.
This Proxy Statement, our 2025 Annual Report, including our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2026, and the proxy card are available at www.loews.com/reports.
AGENDA AND VOTING MATTERS
| Proposal | BoardRecommendation | PageReference |
|---|---|---|
| Proposal 1: Elect the ten directors listed below | FOR | 3 |
| Proposal 2: Approve, on an advisory basis, the company’s executive compensation | FOR | 19 |
| Proposal 3: Ratify the appointment of the company’s independent auditors for 2026 | FOR | 47 |
| Transact such other business as may properly come before the meeting or any adjournment or postponement thereof | ||
DIRECTOR NOMINEES
| Board Committee Membership | ||||||
|---|---|---|---|---|---|---|
| Name & Title | Age | DirectorSince | Audit | Compensation | Nominating &Governance | Executive |
| Charles D. DavidsonPartner, Quantum Capital Group | 76 | 2015 | ■ | |||
| Paul J. FribourgExecutive Chairman, Continental Grain CompanyLead Independent Director | 72 | 1997 | ■ | ■ | ■CHAIR | |
| Walter L. HarrisFormer President and CEO, FOJP Service Corp. and Hospital Insurance Co. | 74 | 2004 | ■CHAIR | ■ | ||
| Jonathan C. LockerPresident, Tiger Management | 49 | 2023 | ■ | ■ | ||
| Susan P. PetersRetired CHRO, General Electric Company | 72 | 2018 | ■CHAIR | ■ | ||
| Dino E. RobustoRetired Chairman and CEO, CNA Financial Corporation | 67 | 2026 | ||||
| Alexander H. TischVice President, Loews Corporation, President and CEO, Loews Hotels & Co | 47 | 2025 | ■ | |||
| Benjamin J. TischPresident and CEO, Loews Corporation | 43 | 2025 | ■ | |||
| James S. TischChairman, Retired President and CEO, Loews Corporation | 73 | 1986 | ■ | |||
| Jennifer VanBelleFormer SVP, Treasurer, GE Capital CEO and GE Separation Leader, General Electric Company | 58 | 2025 | ■ | |||
Further information regarding our director nominees is included under the heading “Director Nominees” beginning on page 5.
| Loews Corporation 2026 Proxy Statement | 1 |
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| Proxy Statement Summary | Table of Contents |
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CORPORATE GOVERNANCE HIGHLIGHTS
Our corporate governance framework reinforces our goal of building long-term value for shareholders.
| Board Independence | ▪The Board has determined that a majority of our directors and nominees are independent under our independence standards and the New York Stock Exchange listing standards. ▪Our non-management directors regularly hold executive sessions at Board meetings, which are chaired by our lead director. |
|---|---|
| Accountability to Shareholders | ▪All of our directors are elected annually.▪Our directors are elected by a majority voting standard in uncontested elections.▪Shareholders are invited to submit questions to our Chief Executive Officer and Chief Financial Officer in connection with our quarterly earnings releases. |
| BoardCompositionand Evaluation | ▪Our Board consists of directors with a diverse mix of skills, experience and backgrounds. ▪Our Board and Board committees undertake robust annual self-evaluations. |
| BoardCommittees | ▪We have four Board committees — Audit, Compensation, Nominating and Governance, and Executive.▪Each of our Audit, Compensation and Nominating and Governance Committees is composed entirely of independent directors. |
| Leadership Structure | ▪We have a separate Chief Executive Officer and Chairman of the Board. ▪Our lead director is fully independent and empowered with broadly defined authorities and responsibilities. Our lead director is also Chairman of our Nominating and Governance Committee, which is responsible for developing our corporate governance principles. |
| Risk Oversight | ▪Our Board is responsible for risk oversight. It regularly evaluates enterprise risk management and related policies and practices, and oversees management in its assessment and mitigation of risk. |
| Director and Officer Stock Ownership | ▪Our non-employee directors are required to own shares of our stock having a value of at least three times the value of their annual equity awards. ▪Our executive officers and directors as a group, and members of their families, own a substantial percentage of our outstanding common stock. ▪We only have a single class of common stock, which directly aligns the interests of our executive officers and directors with those of our other shareholders. ▪We have anti-hedging and pledging policies for directors and executive officers. |
| Compensation Governance | ▪Our fully independent Compensation Committee oversees all aspects of our executive compensation program. ▪We have an annual shareholder advisory vote to approve named executive officer compensation. ▪We have a clawback policy that allows for the recoupment of incentive compensation. ▪We do not maintain employment agreements or agreements to pay severance upon a change in control with any of our executive officers. ▪We structure a large majority of our executive officers’ compensation to be performance based. |
| Ethics and Corporate Responsibilities | ▪Our Code of Business Conduct and Ethics is disclosed on our website.▪We have an active and robust ethics and compliance program, which includes regular employee training. |
| 2 | Loews Corporation 2026 Proxy Statement |
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