LOEWS CORP

For the period ended May 14, 2024. Filed Apr 3, 2024.

About 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 14, 2024 · Filed Apr 3, 2024

L$109.71-1.3%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Proxy Statement Summary

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting.

This Proxy Statement, our 2023 Annual Report, including our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 6, 2024, and the proxy card are available atwww.loews.com/reports.

AGENDA AND VOTING MATTERS

Proposal	Board Recommendation	Page Reference
Proposal 1: Elect the eleven directors listed below	FOR	5
Proposal 2: Approve, on an advisory basis, the company’s executive compensation	FOR	21
Proposal 3: Ratify the appointment of the company’s independent auditors for 2024	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	Director Since	Audit	Compensation	Nominating & Governance	Executive
Ann E. Berman Retired Senior Advisor to the President, Harvard University	71	2006	■
Charles D. Davidson Partner, Quantum Capital Group	74	2015			■
Charles M. Diker Chairman, Diker Management, LLC	89	2003	■	■
Paul J. Fribourg Chairman, President and CEO, Continental Grain Company Lead Independent Director	70	1997	■	■	■
Walter L. Harris Former President and CEO, FOJP Service Corp. and Hospital Insurance Co.	72	2004	■	■
Jonathan C. Locker President, Tiger Management	48	2023	■
Susan P. Peters Retired Chief Human Resources Officer, General Electric Company	70	2018		■
Andrew H. Tisch Co-Chairman of the Board and Chairman of the Executive Committee, Retired Member of the Office of the President, Loews Corporation	74	1985				■
James S. Tisch Office of the President, President and Chief Executive Officer, Loews Corporation	71	1986				■
Jonathan M. Tisch Office of the President, Co-Chairman of the Board, Loews Corporation; Executive Chairman, Loews Hotels & Co	70	1986				■
Anthony Welters Founder, Chairman and CEO, CINQ Care Inc.	69	2013			■

Further information regarding our director nominees is included under the heading “Director Nominees” beginning on page 7.

Loews Corporation 2024 Proxy Statement			3

CORPORATE GOVERNANCE HIGHLIGHTS

Our corporate governance framework reinforces our goal of building long-term value for shareholders.

Board Independence		▪ The Board has determined that all of our directors and nominees (other than James, Andrew and Jonathan Tisch) are independent under our independence standards and the New York Stock Exchange listing standards.
	▪ Members of our Office of the President are our only management directors.
	▪ Independent 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.
Board Composition and 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.
Board Committees		▪ 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 Co-Chairmen 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 their annual cash retainer.
	▪ Our executive officers and directors as a group 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 an anti-hedging and pledging policy 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.

Loews Corporation 2024 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.