SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(
Amendment
No.
)
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the Registrant |x|
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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))
|x
| Definitive Proxy Statement
| | Definitive
Additional Materials
| | Soliciting
material under Rule 14a-12
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Payment
of filing fee (Check the appropriate box):
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fee required.
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction
applies: N/A
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(2) Aggregate
number of securities to which transaction
applies: N/A
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(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth
the
amount on which the filing fee is calculated and state how it was
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|
667
Madison Avenue
New York,
New York 10065-8087
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
Be Held on May 13, 2008
The Annual Meeting of Shareholders of
Loews Corporation will be held at the Loews Regency Hotel, 540 Park Avenue, New
York, New York, on Tuesday, May 13, 2008, at 11:00 A.M. New York City time, for
the following purposes:
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To
elect ten directors;
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To
ratify the appointment of our independent auditors for
2008;
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To
consider and act upon four shareholder proposals;
and
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To
transact such other business as may properly come before the meeting or
any adjournment thereof.
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Shareholders of record at the close of
business on March 17, 2008 are entitled to notice of and to vote at the meeting
and any adjournment thereof.
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By
order of the Board of Directors,
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GARY
W. GARSON
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Secretary
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Dated:
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March
31, 2008
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WE
URGE YOU TO COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY
AND MAIL IT PROMPTLY IN THE ACCOMPANYING
ENVELOPE,
WHICH REQUIRES NO POSTAGE IF
MAILED
IN THE UNITED STATES.
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LOEWS
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CORPORATION
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PROXY
STATEMENT
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We are
providing this Proxy Statement in connection with the solicitation by our Board
of Directors of proxies to be voted at our Annual Meeting of Shareholders, which
will be held on May 13, 2008. We expect to mail proxy materials to our
shareholders on or about March 31, 2008. Our mailing address is 667
Madison Avenue, New York, New York 10065-8087. Please note that
throughout this Proxy Statement we refer to Loews Corporation as “we,” “us,”
“our,” “Loews” or the “Company.”
Voting
We have two classes of common stock
outstanding and eligible to vote at the meeting:
As of
March 17, 2008, the record date for determination of shareholders entitled to
notice of and to vote at the meeting, there were 529,699,152 shares of Common
Stock and 108,474,346 shares of Carolina Group stock outstanding. Each
outstanding share of Common Stock is entitled to one vote and each outstanding
share of Carolina Group stock is entitled to 3/10 of a vote on all matters that
may come before the meeting. All properly executed proxies in the
accompanying form received by us prior to the meeting will be voted at the
meeting. You may revoke your proxy at any time before it is exercised by giving
notice in writing to our Corporate Secretary, by granting a proxy bearing a
later date or by voting in person. Shares with respect to which a
broker indicates that it does not have authority to vote will be considered
“broker non-votes” and will not be counted as present at the
meeting.
Majority Vote Standard for Election
of Directors.
Our by-laws provide that a nominee for director
in an uncontested election such as this one will be elected to the Board if the
votes represented by the aggregate of all of the Common Stock and Carolina Group
stock cast for that nominee’s election exceed the votes cast against his or her
election. Shares that are voted to abstain with respect to any one or
more nominees and broker non-votes will not be counted and will have no effect
on the outcome of the voting for directors. In the event that
an incumbent nominee is not re-elected, the Board will require that director to
tender his or her resignation and will establish a committee to consider whether
to accept or reject that resignation. The Board will act on the
committee’s recommendation and publicly disclose its decision.
Votes Required to Adopt Other
Proposals.
The affirmative vote of shares representing a
majority of the votes cast by the holders of shares present and entitled to vote
is required to approve each of the other proposals to be voted on at the
meeting. Shares that are voted to abstain on these matters will be considered
present at the meeting, but since they are
not
affirmative votes for a proposal they will have the same effect as votes against
the proposal. Broker non-votes will not be counted and will have no
effect on the outcome of the voting for these matters.
Our Board
of Directors has adopted a policy of confidentiality regarding the voting of
shares. Under this policy, all proxies, ballots and voting
tabulations that identify how an individual shareholder has voted at the meeting
will be kept confidential from us, except where disclosure is required by
applicable law, a shareholder expressly requests disclosure, or in the case of a
contested proxy solicitation. Proxy tabulators and inspectors of election will
be employees of our transfer agent or another third party, and not our
employees.
Principal
Shareholders
The following table shows certain
information, at February 29, 2008 unless otherwise indicated, as to all persons
who, to our knowledge, were the beneficial owners of 5% or more of the
outstanding shares of any class of our voting securities. All shares
reported were owned beneficially by the persons indicated unless otherwise
indicated below.
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Amount
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Percent
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Name and
Address
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Title of
Class
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Beneficially
Owned
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of
Class
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Joan
H. Tisch
(1)(2)
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Common
Stock
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52,312,522
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9.9
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%
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c/o
Barry L. Bloom
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655
Madison Avenue
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New
York, NY 10065-8087
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Davis
Selected Advisers, L.P. (3)
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Common
Stock
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45,845,682
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8.7
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2949
Elvira Road, Suite 101
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Tucson,
AZ 85706
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Wilma
S. Tisch
(2)(4)
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Common
Stock
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39,030,789
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7.4
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c/o
Barry L. Bloom
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655
Madison Avenue
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New
York, NY 10065-8087
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Bank
of America Corporation (5)
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Carolina
Group stock
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7,183,082
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6.6
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100
North Tryon Street, Floor 25
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Bank
of America Corporate Center
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Charlotte,
NC 28255
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Renaissance
Technologies LLC (6)
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Carolina
Group stock
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5,952,100
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5.
5
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800
Third Avenue
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New
York, NY 10022
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(1) This
information is as of December 31, 2007 and is based on a Schedule 13G filed by
Mrs. J.H. Tisch. According to the report, the amount beneficially
owned includes 1,057,388 shares owned beneficially by Mrs. J.H. Tisch directly
and 51,255,134 shares held by her as trustee of various trusts.
(2)
Wilma S. Tisch was the wife of the late Laurence A. Tisch, former Co-Chairman of
the Board of the Company. Joan H. Tisch was the wife of the late
Preston R. Tisch, former Co-Chairman of the Board of the
Company. James S. Tisch, President and Chief Executive Officer and a
director of the Company, and Andrew H. Tisch, Co-Chairman of the Board and
Chairman of the Executive Committee of the Company, are sons of Mrs. W.S. Tisch.
Jonathan M. Tisch, Co-Chairman of the Board of the Company and Chairman and
Chief Executive Officer of Loews Hotels, is the son of Mrs. J.H. Tisch. Each of
Messrs. J.S. Tisch, A.H. Tisch and J.M. Tisch are members of the Company’s
Office of the President.
(3) This
information is as of December 31, 2007 and is based on a Schedule 13G report
filed by Davis Selected Advisers, L.P.
(4) This
information is as of December 31, 2007 and is based on a Schedule 13G filed by
Mrs. W.S. Tisch. According to the report, the amount beneficially
owned includes 2,834,411 shares owned beneficially by Mrs. W.S. Tisch directly
and 36,196,378 shares held by her as trustee of various trusts.
(5) This
information is as of December 31, 2007 and is based on a Schedule 13G report
filed jointly by Bank of America Corporation and a number of its
subsidiaries. According to the report, Bank of America Corporation
does not have sole voting or dispositive power with respect to any shares
reported, and has shared voting power with respect to only 6,971,117
shares. NB Holdings Corporation, a subsidiary of Bank of America
Corporation, has shared voting power with respect to 6,971,117 shares and shared
dispositive power with respect to 7,183,082 shares.
(6) This
information is as of December 31, 2007 and is based on a Schedule 13G report
filed jointly by Renaissance Technologies LLC (“Renaissance”), as an investment
advisor, and James H. Simons, as control person of
Renaissance. According to the report, each of Renaissance and Dr.
Simons has sole voting power with respect to only 5,897,400 shares.
Director
and Officer Holdings
The following table shows certain
information, at February 29, 2008, as to the shares of our voting securities
beneficially owned by each director and nominee, each executive officer named in
the Summary Compensation Table below and all of our executive officers and
directors as a group, based on data furnished by them.
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Amount
Beneficially
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Percent
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Name
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Title of
Class
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Owned
(1)
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of
Class
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Ann
E. Berman
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Common
Stock
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26,700
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(2)
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*
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Joseph
L. Bower
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Common
Stock
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36,000
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(3)
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*
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Charles
M. Diker
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Common
Stock
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30,600
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(4)
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*
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David
B. Edelson
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Common
Stock
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64,684
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(5)
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*
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Paul
J. Fribourg
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Common
Stock
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39,600
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(3)
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*
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Walter
L. Harris
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Common
Stock
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25,500
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(6)
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*
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Peter
W. Keegan
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Common
Stock
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202,502
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(3)
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*
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Philip
A. Laskawy
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Common
Stock
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36,000
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(7)
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*
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Gloria
R. Scott
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Common
Stock
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17,000
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(3)
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*
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Andrew
H. Tisch
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Common
Stock
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12,934,759
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(8)
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2.4%
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James
S. Tisch
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Common
Stock
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13,421,856
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(9)
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2.5%
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Jonathan
M. Tisch
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Common
Stock
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5,772,723
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(10)
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1.1%
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All
executive officers and directors as
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Common
Stock
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33,022,705
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(11)
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6.2%
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a
group (15 persons including those
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listed
above)
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* Represents
less than 1% of the outstanding shares.
(1) Except
as otherwise indicated, the persons listed as beneficial owners of the shares
have sole voting and investment power with respect to those shares.
(2) Includes
13,500 shares issuable upon the exercise of awards granted under the Loews
Corporation 2000 Stock Option Plan (our “Stock Option Plan”) that are currently
exercisable, and 300 shares held by a charitable foundation as to which Ms.
Berman has shared voting and investment power.
(3) Represents
shares issuable upon the exercise of awards granted under our Stock Option Plan
that are currently exercisable.
(4) Includes
27,600 shares issuable upon the exercise of awards granted under our Stock
Option Plan that are currently exercisable.
(5)
Represents shares issuable upon the exercise of awards granted under our Stock
Option Plan that are currently exercisable. In addition, Mr. Edelson
owns beneficially 6,000 common units of Boardwalk Pipeline Partners, LP, a 70%
owned subsidiary of the Company (“Boardwalk Pipeline”), and 3,200 shares of CNA
Surety Corporation, a 62% owned subsidiary of CNA Financial Corporation, which
is an 89% owned subsidiary of the Company (“CNA”).
(6) Includes
22,500 shares issuable upon the exercise of awards granted under our Stock
Option Plan that are currently exercisable. In addition, Mr. Harris owns
beneficially 1,830 shares of CNA and 2,000 common units of Boardwalk
Pipeline.
(7) Includes
30,000 shares issuable upon the exercise of awards granted under our Stock
Option Plan that are currently exercisable and 6,000 shares owned beneficially
by Mr. Laskawy’s wife. In addition, Mr. Laskawy owns beneficially
10,000 common units of Boardwalk Pipeline.
(8) Includes
390,000 shares issuable upon the exercise of awards granted under our Stock
Option Plan that are currently exercisable. Also includes 10,116,794
shares held by trusts of which Mr. A.H. Tisch is the managing trustee (inclusive
of 2,642,845 shares held in trust for his benefit), and 465,000 shares held by a
charitable foundation as to which Mr. A.H. Tisch has shared voting and
investment power. In addition, Mr. A.H. Tisch is the managing trustee
and beneficiary of a trust that owns beneficially 6,100 shares of CNA, and is a
trustee of a trust that owns beneficially a 25% interest in a general
partnership that owns 74,200 common units of Boardwalk Pipeline.
(9) Includes
390,000 shares issuable upon the exercise of awards granted under our Stock
Option Plan that are currently exercisable. Also includes 10,820,058
shares held by trusts of which Mr. J.S. Tisch is the managing trustee (inclusive
of 2,347,625 shares held in trust for his benefit), and 484,100 shares held by a
charitable foundation as to which Mr. J.S. Tisch has shared voting and
investment power. In addition, Mr. J.S. Tisch owns beneficially
35,000 shares of Diamond Offshore Drilling, Inc., a 51% owned subsidiary of the
Company (“Diamond Offshore”), including 30,000 shares issuable upon the exercise
of awards that are currently exercisable, is the managing trustee and
beneficiary of a trust that owns beneficially 6,100 shares of CNA, and is a
trustee of a trust that owns beneficially a 25% interest in a general
partnership which owns 74,200 common units of Boardwalk Pipeline.
(10) Includes
390,000 shares issuable upon the exercise of awards granted under our Stock
Option Plan that are currently exercisable. Also includes 4,842,723 shares held
by a trust of which Mr. J.M. Tisch is the managing trustee (inclusive of
3,556,397 shares held in trust for his benefit) and 240,000 shares held by a
charitable foundation as to which Mr. J.M. Tisch has shared voting and
investment power.
(11) Includes
2,034,943 shares issuable upon the exercise of awards granted under our Stock
Option Plan that are currently exercisable.
Section
16(a) Beneficial Ownership Reporting Compliance
Based upon a review of filings with the
Securities and Exchange Commission and written representations to us, we believe
that during 2007 all of our directors and executive officers complied with the
reporting requirements of Section 16(a) of the Securities Exchange Act of
1934.
ELECTION
OF DIRECTORS
(Proposal
No. 1)
Our Board
of Directors has fixed the number of directors constituting the full Board at
ten. Accordingly, at the meeting shareholders will vote to elect a Board of ten
directors to serve until the next annual meeting of shareholders and until their
respective successors are duly elected and qualified. It is the intention of the
persons named in the accompanying form of proxy, unless you specify otherwise in
your proxy, to vote for the election of the nominees named below, each of whom
is now a director. Our Board has no reason to believe that any of the persons
named will be unable or unwilling to serve as a director. If any nominee is
unable or unwilling to serve, we anticipate that either proxies will be voted
for the election of a substitute nominee or nominees recommended by our
Nominating and Governance Committee and approved by our Board, or our Board will
adopt a resolution reducing the number of directors constituting our full Board.
Set forth below is the name, age, principal occupation during the past five
years and other information concerning each nominee.
Ann E. Berman
, 55 – Senior
advisor to the president of Harvard University since April 2006. Ms.
Berman served as Vice President of Finance and Chief Financial Officer of
Harvard University from 2002 until April 2006. Ms. Berman is also a
director of Eaton Vance Corporation. She has been a director of the
Company since 2006.
Joseph L. Bower
, 69 –
Professor of Business Administration at Harvard University. Professor Bower is
also a director of Anika Therapeutics, Inc., Brown Shoe Company, Inc., New
America High Income Fund, Inc., Sonesta International Hotels Corporation and T H
Lee-Putnam EO Fund. He has been a director of the Company since
2001.
Charles M. Diker
, 73 –
Managing Partner of Diker Management LLC, a registered investment
adviser. Mr. Diker is also the Chairman of the Board of Cantel
Medical Corp., a provider of infection prevention and control products and other
medical devices. He has been a director of the Company since
2003.
Paul J. Fribourg
, 54 –
Chairman of the Board, President and Chief Executive Officer of Continental
Grain Company, a producer of pork and poultry products and provider of cattle
feeding services. Mr. Fribourg is also a director of Smithfield
Foods, Inc., Estee Lauder Companies, Inc. and Power Corporation of Canada. He
has been a director of the Company since 1997.
Walter L. Harris
, 56 –
President and Chief Executive Officer of Tanenbaum-Harber Co., Inc., an
insurance brokerage firm. He has been a director of the Company since
2004.
Philip A. Laskawy
, 66 –
Retired Chairman and Chief Executive Officer of Ernst &
Young. Mr. Laskawy is also a director of General Motors Corporation,
Henry Schein, Inc. and Discover Financial Services. He has been a
director of the Company since 2003.
Gloria R. Scott
, 69 – Owner of
consulting services firm G. Randle Services. Dr. Scott served as
President of Bennett College in Greensboro, North Carolina until
2001. She has been a director of the Company since 1990.
Andrew H. Tisch
, 58 –
Co-Chairman of the Board since 2006, Chairman of the Executive Committee and a
member of the Office of the President of the Company. He is also Chairman of the
Board of Directors of K12 Inc. and a director of CNA and of the general partner
of Boardwalk Pipeline. He has been a director of the Company since
1985.
James S. Tisch
, 55 – President
and Chief Executive Officer and a member of the Office of the President of the
Company. He is also a director of CNA and Chairman of the Board and
Chief Executive Officer of Diamond Offshore. He has been a
director of the Company since 1986.
Jonathan M. Tisch
, 54 –
Co-Chairman of the Board of the Company since 2006, Chairman and Chief Executive
Officer of Loews Hotels and a member of the Office of the President of the
Company. He has been a director of the Company since
1986.
Director
Independence
Our Board
of Directors has determined that the following directors, constituting a
majority of our directors and nominees, are independent under the listing
standards of the New York Stock Exchange: Ann E. Berman, Joseph L. Bower,
Charles M. Diker, Paul J. Fribourg, Walter L. Harris, Philip A. Laskawy and
Gloria R. Scott. We refer to these directors in this Proxy Statement
as our “Independent Directors.” Our Board considered all relevant
facts and circumstances and applied the independence standards described below
in determining that none of our Independent Directors has any material
relationship with our subsidiaries or us.
Our Board
has established the following standards to assist it in determining director
independence. A director would not be considered independent if any of the
following relationships exists:
·
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during
the past three years the director has been an employee, or an immediate
family member has been an executive officer, of the
Company;
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·
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the
director or an immediate family member received, during any twelve month
period within the past three years, more than $100,000 in direct
compensation from the Company, excluding director and committee fees,
pension payments and certain forms of deferred
compensation;
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·
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the
director is a current partner or employee or an immediate family member is
a current partner of a firm that is the Company’s internal or external
auditor, or an immediate family member is a current employee of such a
firm and participates in the firm’s audit, assurance or tax compliance
(but not tax planning) practice or, within the last three years, the
director or an immediate family member was a partner or employee of such a
firm and personally worked on the Company’s audit within that
time;
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·
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the
director or an immediate family member has at any time during the past
three years been employed as an executive officer of another company where
any of the Company’s present executive officers at the same time serves or
served on that company’s compensation committee;
or
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·
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the
director is a current employee, or an immediate family member is a current
executive officer, of a company that has made payments to, or received
payments from, the Company for property or services in an amount which, in
any of the last three years, exceeds the greater of $1 million, or 2% of
the other company’s consolidated gross
revenues.
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In making
its determination with respect to Walter L. Harris, our Board considered the
commercial relationship between certain insurance subsidiaries of CNA and
Tanenbaum-Harber Co., Inc., of which Mr. Harris is an executive officer and
shareholder, and certain of its affiliates, and determined that Mr. Harris meets
all of the requirements described above for Independent Directors and does not
have a material relationship with us. Please read “Transactions with
Related Persons,” below for more information concerning Mr. Harris’s
relationship with CNA.
Committees
of the Board
Our Board
of Directors has a standing Audit Committee, Compensation Committee, Nominating
and Governance Committee, Executive Committee and Finance
Committee. Our Audit Committee, Compensation Committee and Nominating
and Governance Committee have written charters which can be found on our website
at
www.loews.com
and
are available in print to any shareholder who requests a copy by writing to our
Corporate Secretary.
Audit
Committee.
The primary function of our Audit Committee is to
assist our Board of Directors in fulfilling its responsibility to oversee
management’s conduct of our financial reporting process, including review of our
financial reports and other financial information, our system of internal
accounting controls, our compliance with legal and regulatory requirements, the
qualifications and independence of our independent auditors and the performance
of our internal audit staff and independent auditors. Our Audit
Committee has sole authority to appoint, retain, compensate, evaluate and
terminate our independent auditors and to approve all engagement fees and terms
for our independent auditors.
The
members of our Audit Committee are Walter L. Harris (Chairman), Ann E. Berman,
Charles M. Diker, Paul J. Fribourg, Philip A. Laskawy and Gloria R. Scott, each
of whom is an Independent Director and satisfies the additional independence and
other requirements for Audit Committee members provided for in the listing
standards of the New York Stock Exchange. Our Board has determined
that each of Ms. Berman and Mr. Laskawy is a “financial expert” under the rules
of the Securities and Exchange Commission and that Mr. Laskawy’s simultaneous
service on the audit committees of three public companies, in addition to our
Audit Committee, does not impair his ability to effectively serve on our Audit
Committee.
Compensation
Committee
. The primary function of our Compensation Committee
is to assist our Board of Directors in discharging its responsibilities relating
to compensation of our executives. These responsibilities include reviewing our
general compensation philosophy for executive officers, overseeing the
development and implementation of compensation programs for executive officers
and reviewing compensation levels, including incentive and equity-based
compensation, for executive officers, directors and Board committee
members. Our Compensation Committee determines and approves
compensation for our executive officers and administers our incentive and
equity-based compensation plans. In doing so, it considers recommendations made
by our Chief Executive Officer meeting in executive session with the
Committee. Neither our Chief Executive Officer nor any of our other
executive officers participates in our Compensation Committee’s final
deliberations on compensation matters. The members of our Compensation Committee
are Joseph L. Bower (Chairman), Charles M. Diker and Paul J. Fribourg, each of
whom is an Independent Director.
Nominating and Governance
Committee.
The primary functions of our Nominating and
Governance Committee are to identify individuals qualified to become members of
our Board of Directors, recommend to our Board a slate of director nominees for
election at our next annual meeting of shareholders and develop and recommend to
our Board a set of corporate governance principles. These corporate governance
principles are set forth in our Corporate Governance Guidelines which can be
found on our website at
www.loews.com
and are
available in print to any shareholder who
requests
a copy by writing to our Corporate Secretary
.
The members of
our Nominating and Governance Committee are Paul J. Fribourg (Chairman), Joseph
L. Bower, Walter L. Harris and Gloria R. Scott, each of whom is an Independent
Director.
Director
Nominating Process
In
evaluating potential director nominees, including those identified by
shareholders, for recommendation to our Board of Directors, our Nominating and
Governance Committee seeks individuals with talent, ability and experience from
a wide variety of backgrounds to provide a diverse spectrum of experience and
expertise relevant to a diversified business enterprise such as
ours. A candidate should represent the interests of all shareholders,
and not those of a special interest group, have a reputation for integrity and
be willing to make a significant commitment to fulfilling the duties of a
director. Our Nominating and Governance Committee will screen and
evaluate all recommended director nominees based on the criteria set forth
above, as well as other relevant considerations. Our Nominating and
Governance Committee will retain full discretion in considering its nomination
recommendations to our Board.
Executive
Sessions of Non-Management Directors
Our
non-management directors meet in regular executive sessions without management
participation. The Chairman of our Nominating and Governance Committee,
currently Paul J. Fribourg, serves as the presiding director at these
meetings.
Director
Attendance at Meetings
During
2007 there were nine meetings of our Board of Directors, six meetings of our
Audit Committee, three meetings of our Compensation Committee and two meetings
of our Nominating and Governance Committee. During 2007, each of our
directors attended not less than 75% of the total number of meetings of our
Board of Directors and committees of our Board on which that director
served. Our Board encourages all directors to attend our annual
meetings of shareholders, but recognizes that circumstances may prevent
attendance from time to time. All of our directors attended our 2007
Annual Meeting of Shareholders.
2007
Director Compensation
Our
non-management directors receive a retainer of $18,750 and 1,500 stock
appreciation right (“SAR”) awards per quarter. In addition, members
of our Audit Committee are paid $2,000, and members of our Compensation
Committee and Nominating and Governance Committee are paid $1,000, for each
committee meeting attended. The following table shows information
regarding the compensation of our non-management directors during the year ended
December 31, 2007.
|
|
Fees
Earned
|
|
|
|
|
|
|
or
Paid in
|
Option/SAR
|
|
|
|
|
Name
|
Cash
|
Awards
(1)
|
Total
|
|
|
|
A.E.
Berman
|
$87,000
|
|
$87,022
|
|
$174,022
|
|
|
|
|
|
|
|
|
|
|
|
|
J.L.
Bower
|
80,000
|
|
87,022
|
|
167,022
|
|
|
|
|
|
|
|
|
|
|
|
|
C.M.
Diker
|
88,000
|
|
87,022
|
|
175,022
|
|
|
|
|
|
|
|
|
|
|
|
|
P.J.
Fribourg
|
90,000
|
|
87,022
|
|
177,022
|
|
|
|
|
|
|
|
|
|
|
|
|
W.L.
Harris
|
89,000
|
|
87,022
|
|
176,022
|
|
|
|
|
|
|
|
|
|
|
|
|
P.A.
Laskawy
|
85,000
|
|
87,022
|
|
172,022
|
|
|
|
|
|
|
|
|
|
|
|
|
G.R.
Scott
|
89,000
|
|
87,022
|
|
176,022
|
|
|
(1) These
amounts represent the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2007, in accordance with the
Financial Accounting Standards Board’s Statement of Financial Accounting
Standards No. 123R (“FAS 123(R)”), for awards pursuant to our Stock Option Plan,
which is also the full grant date fair value of these awards. Assumptions used
in the calculation of these amounts are included in Footnote 18 to our audited
financial statements for the fiscal year ended December 31, 2007 included in our
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 27, 2008 (our “2007 Annual Report”). At December 31, 2007,
the aggregate number of stock option and SAR awards outstanding for each
non-management director was as follows: Ms. A.E. Berman, 12,000; Mr.
J.L. Bower, 34,500; Mr. C.M. Diker, 26,100; Mr. P.J. Fribourg, 38,100; Mr. W.L.
Harris, 21,000; Mr. P.A. Laskawy, 28,500; and Dr. G.R. Scott,
15,500.
Code
of Ethics
We have a Code of Business Conduct and
Ethics which applies to all of our directors, officers and employees, including
our principal executive officer, principal financial officer and principal
accounting officer. This Code can be found on our website at
www.loews.com
and is
available in print to any shareholder who requests a copy by writing to our
Corporate Secretary. We intend to post any changes to or waivers of
this Code for our principal executive officer, principal financial officer and
principal accounting officer on our website.
AUDIT
COMMITTEE REPORT
As
discussed above under the heading “Committees of the Board – Audit Committee,”
the primary role of the Board’s Audit Committee is to oversee the Company’s
financial reporting process and manage its relationship with the independent
auditors. In fulfilling its responsibilities, the Audit Committee has reviewed
and discussed the Company’s audited financial statements for the year ended
December 31, 2007 with the Company’s management and independent
auditors. The Audit Committee has also discussed with the Company’s
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61, “Communication with Audit Committees,” as
amended. In addition, the Audit Committee has discussed with the
independent auditors their independence in relation to the Company and its
management, including the matters in the written disclosures provided to the
Audit Committee as required by Independence Standards Board Standard No. 1,
“Independence Discussions with Audit Committees,” and has determined that the
provision of non-audit services provided by the auditors is compatible with
maintaining the auditors’ independence. For more information about
services provided by the auditors, please read “Audit Fees and Services,”
below.
The
members of the Audit Committee rely without independent verification on the
information provided to them by management and the independent auditors and on
management’s representation that the Company’s financial statements have been
prepared with integrity and objectivity. They do not provide any expert or
special assurance as to the Company’s financial statements or any professional
certification as to the independent auditors’ work. Accordingly, the
Audit Committee’s oversight does not provide an independent basis to determine
that management has applied appropriate accounting and financial reporting
principles or internal controls and procedures, that the audit of the Company’s
financial statements has been carried out in accordance with generally accepted
auditing standards, that the Company’s financial statements are presented in
accordance with generally accepted accounting principles, or that the Company’s
auditors are in fact “independent.”
Based
upon the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2007, which has been filed with the Securities and Exchange
Commission.
By the
Audit Committee:
Walter
L. Harris, Chairman
|
Paul
J. Fribourg
|
Ann
E. Berman
|
Philip
A. Laskawy
|
Charles
M. Diker
|
Gloria
R. Scott
|
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
. The
objective of our executive compensation program is to attract and retain highly
qualified executive officers and motivate them to provide a high level of
performance for our shareholders. To meet this objective we have
established a compensation policy for executive officers which combines elements
of base salary and cash and stock based incentive compensation, as well as
benefits. In selecting these elements of executive compensation, we
have considered our historical compensation policies as they have evolved over
the years, national surveys of executive compensation at comparable sized
companies and the executive compensation programs of various companies engaged
in businesses similar to ours and our principal subsidiaries (although we do not
benchmark our compensation to any particular group of companies), as well as
applicable tax and accounting impacts of executive compensation.
The principal components of
compensation for our Named Executive Officers are:
·
|
cash-based
incentive compensation awards;
|
·
|
grants
of stock appreciation rights; and
|
·
|
retirement,
medical and related benefits.
|
Our
compensation program is intended to align the interests of our senior executives
with those of our shareholders with a goal of increasing shareholder value and
reasonably rewarding superior performance which supports that
goal. In establishing the aggregate amount of compensation for each
Named Executive Officer, we do not rely on formula-driven plans which could
result in unreasonably high compensation levels. Instead, the primary
factor in setting compensation is an evaluation of the individual’s performance
in the context of our financial performance and compensation
policies. The Compensation Committee also reviews and considers
compensation levels and practices as shown in the surveys and other materials
referred to above. Based on these factors, we determine an overall
level of cash compensation - a portion of which is to be paid as base salary and
the balance of which would be incentive based - and stock based awards, which
are described in further detail below. Although the Compensation
Committee reviews base salary and stock based awards annually, the primary
variable in our compensation program for Named Executive Officers has been the
establishment of incentive compensation awards.
Our Chief
Executive Officer, after consulting with the other members of the Office of the
President, reviews with the Compensation Committee the performance of each Named
Executive Officer and each other executive officer and makes a recommendation to
the Compensation Committee with respect to their annual compensation, including
the setting of parameters for incentive compensation awards and stock based
awards. In accordance with its charter, the Compensation Committee
then makes the final determination regarding the compensation, including base
salary, cash-based incentive compensation and grants of stock appreciation
rights, for our Chief Executive Officer and each of the other Named Executive
Officers, as well as all of our executive officers.
Base Salary
. As a
result of performance reviews and other factors described above, and the impact
of limits on the deductibility of compensation described below, the annual base
salary of each of our Named Executive Officers has been effectively limited to
approximately $1 million. This $1 million limit reflects principally
the impact of provisions of the Internal Revenue Code which limit the amount of
compensation we may deduct for federal income tax purposes to $1 million per
Named Executive Officer per year, except to the extent that the compensation is
considered to be “performance-based.” Our policy has been to maximize
the deductibility of compensation to the extent
practicable. Accordingly, we have designed our performance-based
incentive compensation plan and stock-based plan described below so that
compensation under those plans will be deductible.
Incentive Compensation
Awards
. A significant portion of compensation of our Named
Executive Officers comes from awards under our Incentive Compensation Plan for
Executive Officers (“Incentive Compensation Plan”). This element of
our compensation program makes a significant portion of the executive’s annual
compensation dependent on the Company’s attainment of a pre-determined level of
net income. Under the Incentive Compensation Plan the
Compensation
Committee employs both quantitative factors - our attainment of the performance
goal discussed below,
and
qualitative factors - the Compensation Committee’s assessment of the
individual’s performance. We believe the features of the Incentive
Compensation Plan help align the interests of our executive officers with those
of our shareholders.
Under the
Incentive Compensation Plan, during the first quarter of each year our
Compensation Committee establishes an annual performance bonus pool, expressed
as a percentage of our Performance Based Income for that year. Performance Based
Income is a term defined in the Incentive Compensation Plan to mean our
consolidated net income as adjusted by the Compensation Committee in its sole
discretion to take into account specific factors that may impact our business
generally which the Compensation Committee deems reasonable and appropriate to
exclude or include. Among other things, the Compensation Committee
may take into account realized and unrealized gains and losses, accounting
changes, the potential impact of acquisitions and dispositions, charges relating
to litigation, charges relating to reserve strengthening and adverse development
associated with prior accident years at CNA, the impact of catastrophes and the
impact of changes in legislation or regulation.
After
establishing the performance bonus pool for the year, the Compensation Committee
then allocates a portion of that pool (expressed as a percentage) to each of the
Named Executive Officers and other executive officers who are participating in
the Incentive Compensation Plan and are eligible to receive incentive
compensation awards. The Compensation Committee establishes a target
award (expressed as a dollar amount) for each participant, based on its
assessment of the individual’s expected performance of his duties, with the
intention that the incentive compensation award will not exceed the target award
(even if the objective formula permits payment of an award in excess of the
established target) except based on the Compensation Committee's
discretion. In addition, the Compensation Committee establishes, for
each participant, a maximum award (expressed as a dollar amount) to potentially
award a bonus amount that exceeds the pre-established target award based on the
Compensation Committee's discretion. Once Performance Based Income
for the year has been determined, the Compensation Committee will review and
re-assess each participant’s performance and, based upon such review and
re-assessment, will award incentive compensation out of each executive's
allocated percentage of the performance bonus pool. Based on such
review and assessment, the Compensation Committee, in its discretion, will
determine whether to award incentive compensation that exceeds the target award
(up to the maximum award established for that individual) or that is lower than
the target award.
For 2007,
the Compensation Committee established a performance bonus pool of 4% of
Performance Based Income, and determined that Performance Based Income would
mean our consolidated net income, without taking into account the impact of
several items. In making this determination, the Compensation
Committee concluded that the impact of these items would not be appropriate in
measuring performance, but, by reserving to itself the ability to exercise
negative discretion to reduce an award otherwise payable, the Compensation
Committee in effect retains the ability to take these items, and any other
factors it chooses, into account in awarding incentive
compensation. The items identified for 2007 were:
·
|
the
effect of accounting changes;
|
·
|
net
losses attributed to the impairment of
goodwill;
|
·
|
charges
relating to reserve strengthening and adverse dividend or premium
development at CNA associated with accident years prior to 2000 related to
claims within a limited number of claim
categories;
|
·
|
catastrophe
losses of CNA in excess of CNA’s budgeted amount, but not less than such
budgeted amount; and
|
·
|
charges
relating to the disposition, by judgment or settlement, of smoking and
health related litigation, excluding litigation related to filter
cases.
|
After giving effect to these
adjustments, 2007 Performance Based Income was approximately equal to
consolidated net income for the year.
Following
determination of our consolidated net income and Performance Based Income for
2007, the Compensation Committee granted incentive compensation awards under the
Incentive Compensation Plan at the target amounts established at the beginning
of the year. As a result, the Compensation Committee granted awards
to our executive officers which amounted to approximately 11% of the total
amount available for award under the Incentive Compensation Plan. The
Compensation Committee determined, for each Named Executive Officer, to neither
increase any award above
the
target, nor to reduce any award below the target. This was determined
by the Compensation Committee in executive session following a meeting with our
Chief Executive Officer. The awards under this Plan for
each of
the Named Executive Officers are included in the column entitled “Non-Equity
Incentive Plan Compensation” on the Summary Compensation Table,
below.
Compensation under the Incentive
Compensation Plan meets the requirements of the Internal Revenue Code for the
deductibility for federal income tax purposes.
Stock Based
Awards
. The third principal element of our compensation policy
for Named Executive Officers is stock based awards under our Stock Option
Plan. The value of awards under our Stock Option Plan is directly
correlated to our performance as measured by the price of our Common Stock over
the long-term. These awards only have value if, and to the extent
that, the price of our Common Stock in the future exceeds the price on the date
awards are granted. In addition, unlike base salary and incentive
compensation awards, which are earned and paid based on the annual performance
of the individual and the Company, awards under the Stock Option Plan generally
vest over a period of four years and have a term of ten years. As a
result, these awards recognize performance over a longer term and encourage
executives to continue their employment with the Company. All of
these elements further serve to align the executive’s interest with those of our
shareholders.
Since the
establishment of the Stock Option Plan in 2000, it has been our policy not to
increase the number of options or rights awarded to our Named Executive Officers
each year (other than to adjust for stock splits), and the total number of
options and rights issued to all employees who participate in the Plan has
increased only modestly during this period.
Our
practice has been to consider an annual award in January of each year, but to
grant awards in four increments over the year, the first grant being made on the
date of the Compensation Committee meeting in January at the time the award is
established, and the following three grants being made on the last business day
of March, June and September of the year. Each grant is made at an
exercise or strike price equal to the average of the high and low sales prices
of our Common Stock on the trading day immediately preceding the date of
grant. Thus the Compensation Committee knows the exercise or strike
price of grants made at its January meeting, but the exercise or strike price
for the three subsequent grants is based on our Common Stock price at a future
date. We believe that this practice is fair and reasonable to the
individual executive and to the Company and its shareholders since it minimizes
the impact that any particular event could have on the exercise or strike price
of awards.
Compensation under the Stock Option
Plan meets the requirements of the Internal Revenue Code for the deductibility
for federal income tax purposes.
Employment
Agreements
. It has been our practice to maintain employment
agreements with each member of the Office of the President: James S.
Tisch, Andrew H. Tisch and Jonathan M. Tisch. Consistent with our
compensation policies and our goal of maximizing the deductibility of the
compensation for federal income tax purposes, base salary under each employment
agreement has been limited to $975,000 per annum for each
individual. The agreements provide that each individual shall
participate in our Incentive Compensation Plan; however, the amount of any award
which may be granted remains subject to the discretion of the Compensation
Committee. In February 2008 the employment agreement with each of the
members of the Office of the President was extended for an additional term of
one year, to expire March 31, 2009. Our employment agreements with
the members of the Office of the President contain no provision for severance on
termination, or payment upon a change in control, nor do such agreements require
us to provide any perquisites. Information concerning automobile
related perquisites provided to certain Named Executive Officers is provided in
the Summary Compensation Table, below.
Employee Benefits
. Our
Company’s Named Executive Officers also participate in benefit programs
available to salaried employees generally, including our Employees Savings Plan
under Section 401 (k) of the Internal Revenue Code, Retirement Plan and Benefit
Equalization Plan. In addition, from time to time we have provided
one or more Named Executive Officers with unfunded supplemental retirement
benefits pursuant to the Supplemental Retirement Agreements that are described
under the heading “Pension Plans” below. No supplemental retirement
benefits were granted in 2007.
Share Ownership
Guidelines
. Although we have not adopted any share ownership
guidelines for our executive officers, we note that the members of the Office of
the President own significant amounts of our Common Stock.
COMPENSATION
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
In
fulfilling its responsibilities, the Compensation Committee has reviewed and
discussed the Compensation Discussion and Analysis with the Company’s
management. Based on this review and discussion, the Compensation
Committee recommended to the Board of Directors that the Compensation Discussion
and Analysis be included in this Proxy Statement.
By the
Compensation Committee:
Joseph
L. Bower, Chairman
Charles
M. Diker
Paul
J. Fribourg
EXECUTIVE
COMPENSATION
The following table shows information
for the years indicated regarding the compensation of our Chief Executive
Officer, Chief Financial Officer and each of our other three most highly
compensated executive officers as of December 31, 2007, whom we refer to in this
Proxy Statement as our “Named Executive Officers,” for services in all
capacities to us and our subsidiaries.
2007
Summary Compensation
Table
|
|
|
|
|
|
Changes
in
|
|
|
|
|
|
|
|
|
|
Pension
Value
|
|
|
|
|
|
|
|
|
|
And
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
Non-Equity
|
Deferred
|
|
|
|
|
|
|
|
Option/SAR
|
Incentive
Plan
|
Compensation
|
All
Other
|
|
Name and
Position
|
Year
|
Salary
|
Bonus
|
Awards
(1)
|
Compensation
(2)
|
Earnings
(3)
|
Compensation
|
Total
|
J.S.
Tisch
|
2007
|
$1,275,000
|
(4)
|
$ 0
|
$1,300,115
|
(5)
|
$2,000,000
|
|
$1,843,305
|
|
$115,868
|
(6)(7)
|
$6,534,288
|
President,
Chief
|
2006
|
1,275,000
|
(4)
|
0
|
910,421
|
(5)
|
1,500,000
|
|
1,245,014
|
|
112,970
|
|
5,043,405
|
Executive
Officer,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office
of the President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P.W.
Keegan
|
2007
|
990,000
|
|
0
|
383,234
|
|
1,260,000
|
|
362,208
|
|
20,254
|
(8)
|
3,015,696
|
Chief
Financial
|
2006
|
990,000
|
|
250,000
|
292,288
|
|
760,000
|
|
314,210
|
|
22,700
|
|
2,629,198
|
Officer,
Senior Vice
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A.H.
Tisch
|
2007
|
975,000
|
|
0
|
511,023
|
|
2,000,000
|
|
1,388,973
|
|
128,686
|
(6)(9)
|
5,003,682
|
Co-Chairman
of
|
2006
|
975,000
|
|
0
|
389,664
|
|
1,500,000
|
|
963,660
|
|
109,943
|
|
3,938,267
|
the
Board, Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
the Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Committee,
Office of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
the
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.M.
Tisch
|
2007
|
975,000
|
|
0
|
511,023
|
|
2,000,000
|
|
1,454,074
|
|
47,692
|
(6)(10)
|
4,987,789
|
Co-Chairman
of
|
2006
|
975,000
|
|
0
|
389,664
|
|
1,500,000
|
|
1,003,545
|
|
57,522
|
|
3,925,731
|
the
Board, Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
Chief Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer
of Loews
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotels,
Office of the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.B.
Edelson
|
2007
|
975,000
|
|
0
|
332,030
|
|
1,925,000
|
|
177,083
|
|
20,450
|
(11)
|
3,432,044
|
Senior
Vice President
|
2006
|
975,000
|
|
0
|
181,331
|
|
1,675,000
|
|
165,836
|
|
22,550
|
|
3,019,717
|
(1) These
amounts represent the dollar amount recognized for financial statement reporting
purposes for the fiscal years ended on December 31, 2007 and 2006, respectively,
in accordance with FAS 123(R), of awards pursuant to our Stock Option Plan
through December 31, 2007 and 2006, respectively (but disregarding estimates of
forfeitures for service-based vesting). Assumptions used in the
calculation of these amounts are included in Footnote 18
to our audited financial
statements for the fiscal year ended December 31, 2007 included in our 2007
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 27, 2008.
(2) These
amounts represent awards under our Incentive Compensation Plan.
(3) These
amounts represent the actuarial increase in the present value of each Named
Executive Officer’s retirement benefits under our retirement plans and
supplemental retirement agreements as of December 31, 2007 and 2006 over the
value of those benefits as of December 31, 2006 and 2005, respectively, all as
determined using the same interest rate and other assumptions as those used in
our financial statements.
(4) Includes
compensation for services as chief executive officer of Diamond Offshore of
$300,000 for each of 2007 and 2006.
(5) Includes
$789,092 and $520,757, representing the dollar amount recognized for financial
statement reporting purposes by Diamond Offshore for the fiscal years ended on
December 31, 2007 and 2006, respectively, in accordance with FAS 123(R), of
awards pursuant to Diamond Offshore’s stock option plan granted as compensation
for service as chief executive officer of Diamond Offshore during 2007 and 2006
(but disregarding estimates of forfeitures for service-based
vesting). This information has been provided by Diamond
Offshore.
(6)
Includes the portion of the expense of a car and driver we provide to each
member of our Office of the President attributable to personal use during 2007,
as follows: (a) $17,177 for Mr. J.S. Tisch; (b) $32,329 for Mr. A.H. Tisch; and
(c) $25,756 for Mr. J.M. Tisch. These amounts represent approximately
17%, 26% and 20% of our annual costs associated with the car and driver provided
for Messrs. J.S. Tisch, A.H. Tisch and J.M. Tisch, respectively, in
2007.
(7) Includes
(a) $6,400, representing our contributions under our Employees Savings Plan for
2007; (b) $1,789, representing allocations under our Benefit Equalization Plan
for 2007; (c) $13,750, representing additional cash compensation paid or applied
to the cost of benefit choices under our flexible benefits plan, which may
include, among other things, premiums on medical, dental, vision, life and
disability insurance policies, for 2007; (d) $58,000, representing director’s
fees paid by CNA for 2007; and (e) $18,752, representing retirement plan
contributions and premiums on life and disability insurance policies paid by
Diamond Offshore for 2007.
(8) Includes
(a) $6,354, representing our contributions under our Employees Savings Plan for
2007; and (b) $13,900, representing additional cash compensation paid or applied
to the cost of benefit choices under our flexible benefits plan, which may
include, among other things, premiums on medical, dental, vision, life and
disability insurance policies, for 2007.
(9) Includes
(a) $15,626, representing the expense of a car provided for personal use during
2007; (b) $6,400, representing our contributions under our Employees Savings
Plan for 2007; (c) $2,581, representing allocations under our Benefit
Equalization Plan for 2007; (d) $13,750, representing additional cash
compensation paid or applied to the cost of benefit choices under our flexible
benefits plan, which may include, among other things, premiums on medical,
dental, vision, life and disability insurance policies, for 2007; and (e)
$58,000, representing director’s fees paid by CNA for 2007.
(10) Includes
(a) $6,400, representing our contributions under our Employees Savings Plan for
2007; (b) $1,786, representing allocations under our Benefit Equalization Plan
for 2007; and (c) $13,750, representing additional cash compensation paid or
applied to the cost of benefit choices under our flexible benefits plan, which
may include, among other things, premiums on medical, dental, vision, life and
disability insurance policies, for 2007.
(11) Includes
(a) $6,700, representing our contributions under our Employees Savings Plan for
2007; and (b) $13,750, representing additional cash compensation paid or applied
to the cost of benefit choices under our flexible benefits plan, which may
include, among other things, premiums on medical, dental, vision, life and
disability insurance policies, for 2007.
Narrative
Discussion of Summary Compensation Table
For more
information about our employment agreements with each of Messrs. J.S. Tisch,
A.H. Tisch and J.M. Tisch and about the components of compensation reported in
the Summary Compensation Table, please read the “Compensation Discussion and
Analysis,” above.
Compensation
Plans
The following table shows information
regarding awards granted to each of our Named Executive Officers under our Stock
Option Plan and Incentive Compensation Plan during the year ended December 31,
2007.
2007
Grants of Plan-Based Awards
(Loews)
|
|
|
|
All
Other
|
|
|
|
|
|
|
|
Option/SAR
|
|
|
|
|
|
|
Estimated
Future
|
Awards;
|
|
|
Grant
Date
|
|
|
|
Payouts
Under
|
Number
of
|
Exercise
or
|
Closing
|
Fair
Value
|
|
|
|
Non-Equity
|
Securities
|
Base
Price
|
Market
Price
|
of
Stock and
|
|
Grant
|
Action
|
Incentive
Plan
|
Underlying
|
of
Option/SAR
|
on
Date
|
Option/SAR
|
Name
|
Date
|
Date
|
Awards
(1)
|
Options/SARs
(2)
|
Awards
(3)
|
of
Grant
|
Awards
|
|
|
|
|
|
|
|
|
|
|
|
Target
|
Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.S.
Tisch
|
01/09/07
|
|
|
|
15,000
|
$40.34
|
|
$41.19
|
|
$177,642
|
|
|
02/09/07
|
|
$2,000,000
|
$3,000,000
|
|
|
|
|
|
|
|
|
03/30/07
|
01/09/07
|
|
|
15,000
|
45.75
|
|
45.43
|
|
182,333
|
|
|
06/29/07
|
01/09/07
|
|
|
15,000
|
51.08
|
|
50.98
|
|
228,075
|
|
|
09/28/07
|
01/09/07
|
|
|
15,000
|
48.04
|
|
48.35
|
|
216,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P.W.
Keegan
|
01/09/07
|
|
|
|
11,250
|
40.34
|
|
41.19
|
|
133,232
|
|
|
02/09/07
|
|
1,260,000
|
2,000,000
|
|
|
|
|
|
|
|
|
03/30/07
|
01/09/07
|
|
|
11,250
|
45.75
|
|
45.43
|
|
136,749
|
|
|
06/29/07
|
01/09/07
|
|
|
11,250
|
51.08
|
|
50.98
|
|
171,056
|
|
|
09/28/07
|
01/09/07
|
|
|
11,250
|
48.04
|
|
48.35
|
|
162,079
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A.H.
Tisch
|
01/09/07
|
|
|
|
15,000
|
40.34
|
|
41.19
|
|
177,642
|
|
|
02/09/07
|
|
2,000,000
|
3,000,000
|
|
|
|
|
|
|
|
|
03/30/07
|
01/09/07
|
|
|
15,000
|
45.75
|
|
45.43
|
|
182,333
|
|
|
06/29/07
|
01/09/07
|
|
|
15,000
|
51.08
|
|
50.98
|
|
228,075
|
|
|
09/28/07
|
01/09/07
|
|
|
15,000
|
48.04
|
|
48.35
|
|
216,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.M.
Tisch
|
01/09/07
|
|
|
|
15,000
|
40.34
|
|
41.19
|
|
177,642
|
|
|
02/09/07
|
|
2,000,000
|
3,000,000
|
|
|
|
|
|
|
|
|
03/30/07
|
01/09/07
|
|
|
15,000
|
45.75
|
|
45.43
|
|
182,333
|
|
|
06/29/07
|
01/09/07
|
|
|
15,000
|
51.08
|
|
50.98
|
|
228,075
|
|
|
09/28/07
|
01/09/07
|
|
|
15,000
|
48.04
|
|
48.35
|
|
216,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.B.
Edelson
|
01/09/07
|
|
|
|
11,250
|
40.34
|
|
41.19
|
|
133,232
|
|
|
02/09/07
|
|
1,925,000
|
2,700,000
|
|
|
|
|
|
|
|
|
03/30/07
|
01/09/07
|
|
|
11,250
|
45.75
|
|
45.43
|
|
136,749
|
|
|
06/29/07
|
01/09/07
|
|
|
11,250
|
51.08
|
|
50.98
|
|
171,056
|
|
|
09/28/07
|
01/09/07
|
|
|
11,250
|
48.04
|
|
48.35
|
|
162,079
|
|
(1) These
amounts represent awards granted under our Incentive Compensation
Plan. The target amount of each award was authorized for payment by
our Compensation Committee in February 2008 and included in the Summary
Compensation Table above under the heading “Non-Equity Incentive Plan
Compensation.” Awards under our Incentive Compensation Plan are not
subject to thresholds, but instead consist of an amount equal to a proportion of
that percentage of our Performance Based Income established by our Compensation
Committee as our annual performance goal, subject to the target and maximum
amounts set forth on the table above. Please read our “Compensation
Discussion and Analysis” above, under the heading “Incentive Compensation
Awards,” for more information concerning awards under our Incentive Compensation
Plan.
(2) These
amounts represent awards of SARs granted under our Stock Option
Plan. In accordance with its practice, in 2007 our Compensation
Committee established an annual award in January authorizing the grant of SARs
in four increments over the year. These SARs vest with respect to 25%
of the total number of securities underlying each annual award on an annual
basis commencing on the anniversary of the date our Compensation Committee took
action to authorize the awards. Please read our “Compensation
Discussion and Analysis” above, under the heading “Stock Based Awards,” for more
information concerning awards under our Stock Option Plan.
(3) The
exercise prices per share shown were calculated in accordance with our Stock
Option Plan by averaging the high and low sales prices of our Common Stock as
traded on The New York Stock Exchange on the business day immediately preceding
the grant date.
The
following table shows information provided by Diamond Offshore regarding grants
to Mr. J.S. Tisch under Diamond Offshore’s stock option plan during the year
ended December 31, 2007.
2007
Grants of Plan-Based Awards
(Diamond
Offshore)
|
|
|
All
Other
|
|
|
|
|
|
|
Option/SAR
|
|
|
Grant
|
|
|
|
Awards;
|
|
|
Date
Fair
|
|
|
|
Number
of
|
Exercise
or
|
Closing
|
Value
of
|
|
|
|
Securities
|
Base
Price of
|
Market
Price
|
Stock
and
|
|
|
|
Underlying
|
Option/SAR
|
on
Date of
|
Option/SAR
|
Name
|
Grant
Date
|
Action
Date
|
Options/SARs
(1)
|
Awards
(2)
|
Grant
|
Awards
|
J.S.
Tisch
|
04/02/07
|
02/02/07
|
7,500
|
|
$ 81.42
|
|
$ 82.22
|
|
$275,400
|
|
|
07/02/07
|
02/02/07
|
7,500
|
|
101.97
|
|
104.67
|
|
247,875
|
|
|
10/01/07
|
02/02/07
|
7,500
|
|
114.21
|
|
114.06
|
|
255,825
|
|
|
12/31/07
|
02/02/07
|
7,500
|
|
144.44
|
|
142.00
|
|
327,225
|
|
(1) These
amounts represent awards of SARs granted to Mr. J.S. Tisch by Diamond Offshore
under its stock option plan. In accordance with its practice, in 2007
the incentive compensation committee of Diamond Offshore’s board of directors
established an annual award in February authorizing the award of SARs to its
executive officers, including Mr. J.S. Tisch, in four increments over the
year. These SARs vest with respect to 25% of the total number of
securities underlying each grant on an annual basis commencing on the
anniversary of the first grant date of the year.
(2) The
exercise prices per share were calculated in accordance with Diamond Offshore’s
stock option plan by averaging the high and low sales prices of Diamond
Offshore’s common stock as traded on The New York Stock Exchange on the business
day immediately preceding the grant date.
The
following table shows information regarding awards granted to each of our Named
Executive Officers under our Stock Option Plan that were outstanding as of
December 31, 2007. All awards with expiration dates prior to January 2016
represent stock options, and all awards with expiration dates during or after
January 2016 represent SARs.
2007
Outstanding Equity Awards at Fiscal Year-End
(Loews
Common Stock)
Option/SAR Awards
(1)
|
|
Number
of Securities
|
|
Number
of Securities
|
|
|
|
|
Underlying
Unexercised
|
|
Underlying
Unexercised
|
|
|
|
|
Options/SARs
|
|
Options/SARs
|
Option/SAR
|
Option/SAR
|
Name
|
|
Exercisable
|
|
Unexercisable
|
Exercise
Price
|
Expiration
Date
|
J.S.
Tisch
|
60,000
|
|
0
|
|
$10.05
|
|
01/18/10
|
|
60,000
|
|
0
|
|
15.57
|
|
01/24/11
|
|
60,000
|
|
0
|
|
19.71
|
|
01/30/12
|
|
60,000
|
|
0
|
|
15.61
|
|
01/21/13
|
|
11,250
|
|
3,750
|
|
17.36
|
|
01/16/14
|
|
11,250
|
|
3,750
|
|
19.61
|
|
01/16/14
|
|
11,250
|
|
3,750
|
|
20.06
|
|
01/16/14
|
|
11,250
|
|
3,750
|
|
19.43
|
|
01/16/14
|
|
7,500
|
|
7,500
|
|
23.68
|
|
01/20/15
|
|
7,500
|
|
7,500
|
|
24.32
|
|
01/20/15
|
|
7,500
|
|
7,500
|
|
25.91
|
|
01/20/15
|
|
7,500
|
|
7,500
|
|
30.54
|
|
01/20/15
|
|
3,750
|
|
11,250
|
|
33.14
|
|
01/31/16
|
|
3,750
|
|
11,250
|
|
34.18
|
|
01/31/16
|
|
3,750
|
|
11,250
|
|
34.89
|
|
01/31/16
|
|
3,750
|
|
11,250
|
|
38.31
|
|
01/31/16
|
|
0
|
|
15,000
|
|
40.34
|
|
01/09/17
|
|
0
|
|
15,000
|
|
45.75
|
|
01/09/17
|
|
0
|
|
15,000
|
|
51.08
|
|
01/09/17
|
|
0
|
|
15,000
|
|
48.04
|
|
01/09/17
|
|
|
|
|
|
|
|
|
P.W.
Keegan
|
45,000
|
|
0
|
|
19.71
|
|
01/30/12
|
|
45,000
|
|
0
|
|
15.61
|
|
01/21/13
|
|
8,438
|
|
2,812
|
|
17.36
|
|
01/16/14
|
|
8,438
|
|
2,812
|
|
19.61
|
|
01/16/14
|
|
8,438
|
|
2,812
|
|
20.06
|
|
01/16/14
|
|
8,438
|
|
2,812
|
|
19.43
|
|
01/16/14
|
|
5,625
|
|
5,625
|
|
23.68
|
|
01/20/15
|
|
5,625
|
|
5,625
|
|
24.32
|
|
01/20/15
|
|
5,625
|
|
5,625
|
|
25.91
|
|
01/20/15
|
|
5,625
|
|
5,625
|
|
30.54
|
|
01/20/15
|
|
2,812
|
|
8,438
|
|
33.14
|
|
01/31/16
|
|
2,812
|
|
8,438
|
|
34.18
|
|
01/31/16
|
|
2,812
|
|
8,438
|
|
34.89
|
|
01/31/16
|
|
2,812
|
|
8,438
|
|
38.31
|
|
01/31/16
|
|
0
|
|
11,250
|
|
40.34
|
|
01/09/17
|
|
0
|
|
11,250
|
|
45.75
|
|
01/09/17
|
|
0
|
|
11,250
|
|
51.08
|
|
01/09/17
|
|
0
|
|
11,250
|
|
48.04
|
|
01/09/17
|
|
|
Number
of Securities
|
|
Number
of Securities
|
|
|
|
|
Underlying
Unexercised
|
|
Underlying
Unexercised
|
|
|
|
|
Options/SARs
|
|
Options/SARs
|
Option/SAR
|
Option/SAR
|
Name
|
|
Exercisable
|
|
Unexercisable
|
Exercise
Price
|
Expiration
Date
|
A.H.
Tisch
|
60,000
|
|
0
|
|
$10.05
|
|
01/18/10
|
|
60,000
|
|
0
|
|
15.57
|
|
01/24/11
|
|
60,000
|
|
0
|
|
19.71
|
|
01/30/12
|
|
60,000
|
|
0
|
|
15.61
|
|
01/21/13
|
|
11,250
|
|
3,750
|
|
17.36
|
|
01/16/14
|
|
11,250
|
|
3,750
|
|
19.61
|
|
01/16/14
|
|
11,250
|
|
3,750
|
|
20.06
|
|
01/16/14
|
|
11,250
|
|
3,750
|
|
19.43
|
|
01/16/14
|
|
7,500
|
|
7,500
|
|
23.68
|
|
01/20/15
|
|
7,500
|
|
7,500
|
|
24.32
|
|
01/20/15
|
|
7,500
|
|
7,500
|
|
25.91
|
|
01/20/15
|
|
7,500
|
|
7,500
|
|
30.54
|
|
01/20/15
|
|
3,750
|
|
11,250
|
|
33.14
|
|
01/31/16
|
|
3,750
|
|
11,250
|
|
34.18
|
|
01/31/16
|
|
3,750
|
|
11,250
|
|
34.89
|
|
01/31/16
|
|
3,750
|
|
11,250
|
|
38.31
|
|
01/31/16
|
|
0
|
|
15,000
|
|
40.34
|
|
01/09/17
|
|
0
|
|
15,000
|
|
45.75
|
|
01/09/17
|
|
0
|
|
15,000
|
|
51.08
|
|
01/09/17
|
|
0
|
|
15,000
|
|
48.04
|
|
01/09/17
|
J.M.
Tisch
|
60,000
|
|
0
|
|
10.05
|
|
01/18/10
|
|
60,000
|
|
0
|
|
15.57
|
|
01/24/11
|
|
60,000
|
|
0
|
|
19.71
|
|
01/30/12
|
|
60,000
|
|
0
|
|
15.61
|
|
01/21/13
|
|
11,250
|
|
3,750
|
|
17.36
|
|
01/16/14
|
|
11,250
|
|
3,750
|
|
19.61
|
|
01/16/14
|
|
11,250
|
|
3,750
|
|
20.06
|
|
01/16/14
|
|
11,250
|
|
3,750
|
|
19.43
|
|
01/16/14
|
|
7,500
|
|
7,500
|
|
23.68
|
|
01/20/15
|
|
7,500
|
|
7,500
|
|
24.32
|
|
01/20/15
|
|
7,500
|
|
7,500
|
|
25.91
|
|
01/20/15
|
|
7,500
|
|
7,500
|
|
30.54
|
|
01/20/15
|
|
3,750
|
|
11,250
|
|
33.14
|
|
01/31/16
|
|
3,750
|
|
11,250
|
|
34.18
|
|
01/31/16
|
|
3,750
|
|
11,250
|
|
34.89
|
|
01/31/16
|
|
3,750
|
|
11,250
|
|
38.31
|
|
01/31/16
|
|
0
|
|
15,000
|
|
40.34
|
|
01/09/17
|
|
0
|
|
15,000
|
|
45.75
|
|
01/09/17
|
|
0
|
|
15,000
|
|
51.08
|
|
01/09/17
|
|
0
|
|
15,000
|
|
48.04
|
|
01/09/17
|
|
|
|
|
|
|
|
|
D.B.
Edelson
|
11,250
|
|
11,250
|
|
24.17
|
|
01/20/15
|
|
5,625
|
|
5,625
|
|
25.91
|
|
01/20/15
|
|
5,625
|
|
5,625
|
|
30.54
|
|
01/20/15
|
|
2,812
|
|
8,438
|
|
33.14
|
|
01/31/16
|
|
2,812
|
|
8,438
|
|
34.18
|
|
01/31/16
|
|
2,812
|
|
8,438
|
|
34.89
|
|
01/31/16
|
|
2,812
|
|
8,438
|
|
38.31
|
|
01/31/16
|
|
0
|
|
11,250
|
|
40.34
|
|
01/09/17
|
|
0
|
|
11,250
|
|
45.75
|
|
01/09/17
|
|
0
|
|
11,250
|
|
51.08
|
|
01/09/17
|
|
0
|
|
11,250
|
|
48.04
|
|
01/09/17
|
(1) Each
stock option and SAR reported above vests and becomes exercisable with respect
to 25% of its underlying securities per year over the first four years of its
term, and has or will commence vesting nine years prior to the expiration date
reported for such stock option or SAR above.
The
following table shows information provided by Diamond Offshore regarding awards
granted to Mr. J.S. Tisch under Diamond Offshore’s stock option plan that were
outstanding as of December 31, 2007. All awards to Mr. J.S. Tisch
with expiration dates prior to April 2016 represent stock options, and all
awards with expiration dates during or after April 2016 represent
SARs.
2007
Outstanding Equity Awards at Fiscal Year-End
(Diamond
Offshore Common Stock)
Option/SAR Awards
(1)
|
|
Number
of Securities
|
|
Number
of Securities
|
|
|
|
|
Underlying
Unexercised
|
|
Underlying
Unexercised
|
|
|
|
|
Options/SARs
|
|
Options/SARs
|
Option/SAR
|
Option/SAR
|
Name
|
|
Exercisable
|
|
Unexercisable
|
Exercise
Price
|
Expiration
Date
|
J.S.
Tisch
|
0
|
|
1,875
|
|
$ 22.49
|
|
05/18/14
|
|
0
|
|
1,875
|
|
23.65
|
|
07/01/14
|
|
0
|
|
1,875
|
|
32.78
|
|
10/01/14
|
|
0
|
|
1,875
|
|
39.98
|
|
12/31/14
|
|
0
|
|
3,750
|
|
45.77
|
|
04/19/15
|
|
0
|
|
3,750
|
|
53.60
|
|
07/01/15
|
|
0
|
|
3,750
|
|
61.90
|
|
10/03/15
|
|
0
|
|
3,750
|
|
69.38
|
|
12/31/15
|
|
0
|
|
5,625
|
|
92.67
|
|
04/27/16
|
|
0
|
|
5,625
|
|
83.44
|
|
07/03/16
|
|
0
|
|
5,625
|
|
71.87
|
|
10/02/16
|
|
0
|
|
5,625
|
|
79.77
|
|
12/31/16
|
|
0
|
|
7,500
|
|
81.42
|
|
04/02/17
|
|
0
|
|
7,500
|
|
101.97
|
|
07/02/17
|
|
0
|
|
7,500
|
|
114.21
|
|
10/01/17
|
|
0
|
|
7,500
|
|
144.44
|
|
12/31/17
|
(1) Each
stock option and SAR granted to Mr. J.S. Tisch and reported above vests and
becomes exercisable with respect to 25% of its underlying securities per year
over the first four years of its term, and has or will commence vesting nine
years prior to the first expiration date reported for stock options or SARs in
each calendar year above.
None of our Named Executive Officers
exercised awards granted under our Stock Option Plan during the year ended
December 31, 2007.
The
following table shows information regarding the exercise of awards granted under
Diamond Offshore’s stock option plan by those of our Named Executive Officers
who exercised awards during the year ended December 31, 2007. This
table is based upon information provided by Diamond Offshore.
2007
Option Exercises and Stock Vested
(Diamond
Offshore Common Stock)
|
|
Option
Awards
|
|
|
|
|
|
|
|
|
|
Number
of Shares
|
Value
Realized
|
|
|
Name
|
Acquired on
Exercise
|
on
Exercise
|
|
|
J.S.
Tisch
|
150,000
|
$9,565,692
|
|
|
Pension
Plans
We
provide a funded, tax qualified, non-contributory retirement plan for salaried
employees, including executive officers (our “Retirement Plan”). Tax qualified
retirement plans, such as our Retirement Plan, are subject to limitations under
the Internal Revenue Code on the benefits they may provide. Accordingly, we also
provide an unfunded, non-qualified, non-contributory Benefit Equalization Plan
(our “Benefit Equalization Plan”) which provides for the accrual and payment of
benefits which are not available under our Retirement Plan as a result of these
limitations.
Our Retirement Plan is structured as a
cash balance plan. A cash balance plan is a form of defined benefit pension plan
in which the value of each participant’s benefit is expressed as a nominal cash
balance account established in the name of the participant. Under the
cash balance plan, we increase each participant’s account annually by a
“pay-based credit” based on a specified percentage of annual earnings (based on
the participant’s age or years of service) and an “interest credit” based on a
specified interest rate, which we set annually for all
participants. At retirement or termination of employment, a vested
participant is entitled to receive the cash balance account in a lump sum or to
convert the account into a monthly annuity. Compensation covered under our
Retirement Plan consists of salary paid by us and our subsidiaries included
under the heading “Salary” in the Summary Compensation Table above, plus the
value of benefits awarded under our flexible benefits plan and included under
the heading “All Other Compensation” in the Summary Compensation Table
above. In addition, awards under our Incentive Compensation Plan are
deemed compensation for purposes of our Benefit Equalization Plan. Pension
benefits are not subject to reduction for Social Security benefits or other
amounts.
Participants
in our Retirement Plan who met certain age and years of service requirements at
January 1, 1998 (the year that our Retirement Plan was converted into a cash
balance plan) are entitled to a minimum retirement benefit (“Minimum Benefit”)
equal to the benefit they would have earned under our Retirement Plan before its
conversion to a cash balance plan. This Minimum Benefit is based upon
the highest average annual salary during any period of five consecutive years of
the ten years immediately preceding retirement and years of credited service
with us. The information set forth in the “Pension Benefits” table
below with respect to Messrs. J. S. Tisch, A.H. Tisch and J.M. Tisch reflects
this Minimum Benefit.
We also
maintain a supplemental retirement account for each of Messrs. Keegan, J.S.
Tisch, A.H. Tisch and J.M. Tisch, pursuant to supplemental retirement agreements
with each such individual (“Supplemental Benefit”). We credit each
such account annually with the interest credit established under our Retirement
Plan, and the accounts of Messrs. J.S. Tisch, A.H. Tisch and J.M. Tisch with the
pay-based credit established under our Retirement Plan. Upon
retirement, each such Named Executive Officer will receive the value of his
account in the form of an annuity or, subject to certain conditions, in a single
lump sum payment.
The following table shows information
regarding pension benefits accrued for and paid to each of our Named Executive
Officers as of December 31, 2007.
2007
Pension Benefits
|
|
Number
of Years
|
Present
Value of
|
Payments
During
|
Name
|
Plan
Name
|
|
|
|
J.S.
Tisch
|
Retirement
Plan
|
30
|
|
$1,033,550
|
|
$0
|
|
|
Benefit
Equalization Plan
|
30
|
|
7,607,808
|
|
0
|
|
|
Supplemental
Benefit
|
|
|
866,509
|
|
0
|
|
|
|
|
|
|
|
|
|
P.W.
Keegan
|
Retirement
Plan
|
10
|
|
267,428
|
|
0
|
|
|
Benefit
Equalization Plan
|
10
|
|
1,103,836
|
|
0
|
|
|
Supplemental
Benefit
|
|
|
1,709,525
|
|
0
|
|
|
|
|
|
|
|
|
|
A.H.
Tisch
|
Retirement
Plan
|
34
|
|
1,147,855
|
|
0
|
|
|
Benefit
Equalization Plan
|
34
|
|
8,449,186
|
|
0
|
|
|
Supplemental
Benefit
|
|
|
915,241
|
|
0
|
|
|
|
|
|
|
|
|
|
J.M.
Tisch
|
Retirement
Plan
|
28
|
|
816,840
|
|
0
|
|
|
Benefit
Equalization Plan
|
28
|
|
6,012,636
|
|
0
|
|
|
Supplemental
Benefit
|
|
|
855,262
|
|
0
|
|
|
|
|
|
|
|
|
|
D.B.
Edelson
|
Retirement
Plan
|
2
|
|
43,310
|
|
0
|
|
|
Benefit
Equalization Plan
|
2
|
|
291,533
|
|
0
|
|
|
Supplemental
Benefit
|
|
|
0
|
|
0
|
|
(1) Assuming
(a) a normal retirement age of 65, (b) a discount rate of 6% and (c) interest
credits of 4.15% for 2008 and 4.5% for later years. Other interest
rate and mortality rate assumptions used are consistent with those used in our
financial statements.
Deferred
Compensation
The
following table shows information regarding compensation deferred by Mr. Edelson
during 2007 on a non-qualified basis pursuant to our Deferred Compensation
Plan. Under this plan, employees earning in excess of $100,000 per
year may defer up to ten percent of their base salaries for a period of not less
than three years, or until they are no longer employed by
us. Deferred amounts are maintained by us in an interest bearing
account. Upon electing to participate in this plan each year, each
participating employee must choose the amount to be deferred and the duration of
the deferral; whether to receive distributions of deferred amounts in a single
payment or in equal annual installments over any period of time up to 15 years;
and an interest rate from a selection of short-term and long-term rates
established in accordance with the plan’s requirements. None of our
other Named Executive Officers deferred compensation during 2007.
2007
Nonqualified Deferred Compensation
|
Executive
|
Company
|
Aggregate
|
Aggregate
|
Aggregate
|
|
Contributions
in
|
Contributions
in
|
Earnings
in
|
Withdrawals/
|
Balance
at Last
|
Name
|
Last Fiscal
Year
|
Last Fiscal
Year
|
Last Fiscal
Year
|
Distributions
|
Fiscal Year
End
|
|
|
|
|
|
|
D.B.
Edelson
|
$97,500
(1)
|
$0
|
$7,581
(2)
|
$0
|
$205,088
(3)
|
(1)
Represents a portion of Mr. Edelson’s compensation reported as “Salary” on the
Summary Compensation Table, above.
(2)
Represents interest earned on Mr. Edelson’s Deferred Compensation Plan account
balance at an annual, compounded rate of 5.02%.
(3)
Includes $97,500 for 2007, reported on the Summary Compensation Table,
above. The balance pertains to 2007 earnings, and contributions and
earnings for 2006, during which Mr. Edelson was not a Named Executive
Officer.
TRANSACTIONS
WITH RELATED PERSONS
It is our
policy that any transaction, regardless of the size or amount, involving us or
any of our subsidiaries in which any of our directors, director nominees,
executive officers, principal shareholders or any of their immediate family
members has had or will have a direct or indirect material interest, be reviewed
and approved or ratified by our Audit Committee, without the participation of
any member who may be involved in the transaction. All such
transactions are submitted to our General Counsel for review and reported to our
Audit Committee for its consideration. In each case, the Audit Committee will
consider, in light of all of the facts and circumstances it deems relevant,
whether the transaction is fair and reasonable to us.
TFMG LLC,
an entity affiliated with Messrs. J.S. Tisch, A.H. Tisch and J.M. Tisch, who are
the members of our Office of the President, and certain related persons occupy
space and utilize certain services and facilities of ours, the cost of which is
reimbursed to us. In addition, from time to time the Messrs. Tisch
and members of their immediate families have chartered our aircraft for personal
travel. For the use of our owned aircraft, the charterer pays us at the same
rate we charge unaffiliated third parties to charter our aircraft, which rate
equals or exceeds our out-of-pocket operating costs. For the use of an aircraft
in which we hold a fractional interest, the charterer pays us at a rate equal to
our incremental cost. The total amount reimbursed to us in 2007 in
connection with the foregoing was approximately $1,423,000.
Mrs. Joan
Tisch, mother of Mr. J.M. Tisch, occupies an apartment at the Loews Regency
Hotel pursuant to a lease that was approved by our Audit Committee and entered
into in 2001. The lease became effective upon the death of her late husband,
Preston R. Tisch, our former Co-Chairman of the Board, in late
2005. The rent is set forth in the lease and adjusts upward in each
year, beginning in 2007, by an amount equal to the increase in the consumer
price index during the prior year. Mrs. Tisch separately pays rent for another
room at the hotel in an amount that was determined based on an analysis of
market rates for comparable extended stay rentals at the hotel. Mrs. Tisch paid
the hotel an aggregate of approximately $734,000 for these rentals in
2007.
Walter L.
Harris, a director of the Company and Chairman of the Company’s Audit Committee,
is an executive officer and shareholder of Tanenbaum-Harber Co., Inc. and
certain affiliated insurance brokerage companies (collectively,
“T-H”). T-H places insurance business, including property, casualty
and professional liability coverages, with insurance company subsidiaries of
CNA. T-H earns commissions for the business it writes for CNA in accordance with
commission schedules that are standard to CNA brokerage contracts of this
type. Total commissions earned by T-H in 2007 were approximately
$1,622,000. In addition, CNA provides certain insurance coverages and surety
bonds to T-H. The 2007 premiums for these items were approximately
$41,000.
RATIFICATION
OF THE APPOINTMENT
OF
OUR INDEPENDENT AUDITORS
(Proposal
No. 2)
Our Audit
Committee has selected Deloitte & Touche LLP to serve as our independent
auditors for 2008. Although it is not required to do so, our Board of
Directors wishes to submit the selection of Deloitte & Touche LLP for
ratification by our shareholders at the Annual Meeting. Even if this selection
is ratified by our shareholders at the Annual Meeting, our Audit Committee may
at its discretion change the appointment at any time during the year if it
determines that such a change would be in the best interests of us and our
shareholders. If our shareholders do not ratify the selection of
Deloitte & Touche LLP, our Audit Committee will reconsider its
selection. Representatives of Deloitte & Touche LLP are expected
to be at the Annual Meeting to answer appropriate questions and, if they choose
to do so, to make a statement.
Audit
Fees and Services
The
following table shows fees billed by Deloitte & Touche LLP and its
affiliates for professional services rendered to us and our subsidiaries in 2007
and 2006, by category as described in the notes to the table.
|
|
|
2007
|
|
2006
|
|
|
|
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
Audit
Fees (1)
|
|
$21,451
|
|
$17,395
|
|
|
Audit
Related Fees (2)
|
|
1,636
|
|
2,274
|
|
|
Tax
Fees (3)
|
|
72
|
|
134
|
|
|
All
Other Fees
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
Total
|
|
$23,159
|
|
$19,803
|
|
(1) Includes
the aggregate fees and expenses for the audit of our annual financial statements
and internal control over financial reporting and the reviews of our quarterly
financial statements.
(2) Includes
the aggregate fees and expenses for services that were reasonably related to the
performance of the audit or reviews of our financial statements and not included
under “Audit Fees” above, including, principally, consents and comfort letters,
accounting consultations, the audit of employee benefit plans, and due diligence
related to potential mergers and acquisitions.
(3) Includes
the aggregate fees and expenses for tax compliance and tax planning
services.
Auditor
Engagement Pre-Approval Policy
In order
to assure the continued independence of our independent auditors, currently
Deloitte & Touche LLP, our Audit Committee has adopted a policy requiring
pre-approval of all audit and non-audit services performed by our independent
auditors. Under this policy, our Audit Committee annually
pre-approves certain limited, specified recurring services which may be provided
by Deloitte & Touche LLP, subject to maximum dollar
limitations. All other engagements for services to be performed by
Deloitte & Touche LLP must be specifically pre-approved by our Audit
Committee, or a designated committee member to whom this authority has been
delegated. Our Audit Committee, or a designated member, pre-approves
all engagements by us and our subsidiaries, other than CNA, Diamond Offshore and
Boardwalk Pipeline, for services of Deloitte & Touche LLP, including the
terms and fees thereof, and our Audit Committee has concluded that all such
engagements have been compatible with the continued independence of Deloitte
& Touche LLP in serving as our independent auditors. Engagements of Deloitte
& Touche LLP by CNA, Diamond Offshore and Boardwalk Pipeline are reviewed
and approved by the independent audit committees of those subsidiaries pursuant
to pre-approval policies adopted by those committees.
Our Board of Directors recommends a
vote FOR Proposal No. 2.
SHAREHOLDER
PROPOSALS
We have
been advised that the four shareholder proposals described below will be
presented at the Annual Meeting. For the reasons set forth below, our
Board of Directors recommends a vote against each proposal.
SHAREHOLDER
PROPOSAL RELATING TO
CUMULATIVE
VOTING
(Proposal
No. 3)
Evelyn Y.
Davis, 2600 Virginia Avenue, N.W., Washington, D.C. 20037, owner of 732 shares
of our Common Stock, has notified us in writing that she intends to present the
following resolution at the Annual Meeting for action by our
shareholders:
“RESOLVED: That the
stockholders of Loews, assembled in Annual Meeting in person and by proxy,
hereby request the Board of Directors to take the necessary steps to provide for
cumulative voting in the election of directors, which means each stockholder
shall be entitled to as many votes as shall equal the number of shares he or she
owns multiplied by the number of directors to be elected, and he or she may cast
all of such votes for a single candidate, or any two or more of them as he or
she may see fit.
“REASONS: Many states have
mandatory cumulative voting, so do National Banks.
“In addition, many corporations have
adopted cumulative voting.
“Last year the owners of 77,415,153
shares representing approximately 16.1% of shares voting, voted FOR this
proposal.
“If you AGREE, please mark your proxy
FOR this resolution.”
Our Board of Directors recommends a
vote AGAINST Proposal No. 3.
Our Board
of Directors believes that the present system of voting for directors provides
the best assurance that the decisions of our Board will be in the interests of
all shareholders, rather than those of any particular
group. Cumulative voting could make it possible for a special
interest group, which may not represent the interests of all shareholders, to
elect one or more directors beholden only to that special interest
group. The aims of such special interest group may be adverse to us
and our shareholders as a whole and therefore could impede our Board’s power to
act on our behalf and on behalf of all of our
shareholders. Furthermore, our Board believes that cumulative voting
may interfere with the continuing efforts of our Nominating and Governance
Committee to develop and maintain a diverse Board of Directors comprised of
individuals with the wide range of knowledge, experience and expertise necessary
to best serve us. Accordingly, our Board of Directors recommends a
vote against this proposal.
SHAREHOLDER
PROPOSAL RELATING TO
PERFORMANCE
STANDARDS FOR EXECUTIVE COMPENSATION
(Proposal
No. 4)
The Sheet
Metal Workers’ National Pension Fund, 601 N. Fairfax Street, Suite 500,
Alexandria, Virginia 22314, owner of 13,553 shares of our Common
Stock, has notified us in writing that it intends to present the resolution set
forth below at the Annual Meeting for action by our shareholders:
“Resolved:
That the shareholders
of Loews Corporation (‘Company’) request that the Board of Director’s Executive
Compensation Committee adopt a pay-for-superior-performance principle by
establishing an executive compensation plan for senior executives (‘Plan’) that
does the following:
“-Sets
compensation targets for the Plan’s annual and long-term incentive pay
components at or below the peer group median;
“-Delivers
a majority of the Plan’s target long-term compensation through
performance-vested, not simply time-vested, equity awards;
“-Provides
the strategic rationale and relative weightings of the financial and
non-financial performance metrics of criteria used in the annual and
performance-vested long-term incentive components of the Plan;
“-Establishes
performance targets for each Plan financial metric relative to the performance
of the Company’s peer companies; and
“-Limits
payment under the annual and performance-vested long-term incentive components
of the Plan to when the company’s performance on its selected financial
performance metrics exceeds peer group median performance.
“
Supporting
Statement: We feel it is imperative that executive compensation plans
for senior executives be designed and implemented to promote long-term corporate
value. A critical design feature of a well-conceived executive
compensation plan is a close correlation between the level of pay and the level
of corporate performance. The pay-for-performance concept has
received considerable attention, yet all too often executive pay plans provide
generous compensation for average or below average performance when measured
against peer performance. We believe the
failure
to tie executive compensation to superior corporate performance has fueled the
escalation of executive compensation and detracted from the goal of enhancing
long-term corporate value. Post-employment benefits provided to
executives from severance plans and supplemental executive pensions exacerbate
the problem.
“We
believe that the pay-for-superior-performance principle presents a
straightforward formulation for senior executive incentive compensation that
will help establish more rigorous pay for performance features in the Company’s
Plan. A strong pay and performance nexus will be established when
reasonable incentive compensation target pay levels are established; demanding
performance goals related to strategically selected financial performance
metrics are set in comparison to peer company performance; and incentive
payments are awarded only when median peer performance is exceeded.
“We
believe the Company’s Plan fails to promote the pay-for-superior-performance
principle in several important ways. Our analysis of the Company’s
executive compensation plan reveals the following features that do not promote
the pay-for-superior-performance principle:
“-Total
compensation targets are not disclosed.
“-The
Company’s annual incentive awards are paid from a pool established as 2% of the
company’s Performance Based Income, which is adjusted consolidated net
income. There are no performance targets included as part of the
plan, though the compensation committee retains negative discretion to reduce
individual award amounts.
“-100% of
the Company’s long-term compensation is not performance-vested.
“We
believe a plan designed to reward superior corporate performance relative to
peer companies will help moderate executive compensation and focus senior
executives on building sustainable long-term corporate value.”
Our Board of Directors recommends a
vote AGAINST Proposal No. 4.
Our Board
of Directors believes that our executive compensation program has served our
Company well by aligning the interests of our senior executives with those of
our shareholders and reasonably rewarding superior performance which supports
our goal of increasing shareholder value. This has been accomplished
through the use of two objective measures: our net income, on which awards under
our Incentive Compensation Plan are based, and our share price, which determines
the value of long term stock based compensation under our Stock Option
Plan. An integral part of our compensation program is the discretion
granted to our Compensation Committee under our Incentive Compensation Plan
whereby award levels, with a target amount and a maximum amount, are established
by the Compensation Committee at the start of each annual performance
period. This is coupled with the role of the Compensation Committee
in reviewing each executive’s performance and either reducing, or completely
eliminating, the award, or increasing the award, but only up to the
predetermined maximum, at the end of each performance period after our net
income for that period has been determined. This provides our
Compensation Committee with the ability to exercise its discretion and judgment
in the flexible manner necessary to achieve the goals of our executive
compensation program, in contrast to the formulaic approach of this proposal
which could result in unrealistically high levels of
compensation. Accordingly, our Board of Directors believes that this
proposal would not be in our best interest and recommends a vote against this
proposal.
SHAREHOLDER
PROPOSAL RELATING TO
HEALTH
CARE REFORM
(Proposal
No. 5)
The
Congregation of the Sisters of St. Agnes, 320 County Road K, Fond du Lac,
Wisconsin 54935, owner of 90 shares of our Common Stock, the
Congregation of the Sisters of Charity of the Incarnate Word, 6510 Lawndale,
Houston, Texas 77223, owner of shares of our Common Stock with a
market value of at least $2,000, Providence Trust, 515 SW 24
th
Street,
San Antonio, Texas 78207, owner of shares of our Common Stock with a
market value of at least $2,000, and Trinity Health, 766 Brady Avenue, Apartment
635, Bronx, New York 10462, owner of shares of our Common Stock with
a market value of at least $2,000, have notified us in writing that they intend
to present the resolution set forth below at the Annual Meeting for action by
our shareholders:
“WHEREAS: our company’s
products are a major, if not the major, contributor to fatal cancers and heart
disease;
“University
of Minnesota Cancer Center researchers report: ‘users of smokeless
tobacco are exposed to higher amounts of tobacco-specific nitrosamines -
molecules … known to be carcinogenic - than smokers.’;
“More
than 40 elements in tobacco smoke are cancer causing. Smokers are 22
times more likely to develop lung cancer than non-smokers. Studies
show length of tobacco use increases the cancer risk: cancer of the
nose (2 times greater), tongue, mouth, salivary gland and pharynx (6 to 27 times
more), throat (12 times) esophagus (8-10 times); larynx (10-18 times), stomach
(2-3 times), kidney (5 times), bladder (3 times), penis (2-3 times), pancreas
(2-5 times) colon-rectum (3 times) and anus (5-6 times);
“In 2007,
in a ‘stark departure from past practice, the American Cancer Society’
redirected its entire $15 million advertising budget ‘to the consequences of
inadequate health coverage.’ John R. Seffrin, the American Cancer
Society’s CEO, stated: ‘I believe if we don’t fix the health care
system, that lack of access will be a bigger cancer killer than
tobacco.’ He added, ‘The ultimate control of cancer is as much a
public policy issue as it is a medical and scientific issue’;
“A 2003
study estimated that one of every 10 cancer patients were
uninsured. Health insurance companies are known to provide
substantially lower rates to those who do not smoke or use our tobacco
products;
“Our
company’s health care costs are higher in the US because it has to cover
employees who use tobacco products. If America had universal health
care, these would be covered. Consequently, shareholder revenues are
diminished when company finances must cover health care costs, many stemming
from cancer and heart disease arising from tobacco use.
“Because
access to affordable, comprehensive health care/insurance is the most
significant social policy issue in America and has become a central concern in
the 2008 presidential campaign.
“RESOLVED: Shareholders
urge the Board of Directors to adopt principles for comprehensive healthcare
reform (such as those based upon the following principles of the Institute of
Medicine): Health care coverage should be universal, continuous, and
affordable to individuals and families. Any health insurance strategy
should be affordable and sustainable for society and should enhance health and
well-being by promoting access to high-quality care that is effective,
efficient, safe, timely, patient-centered, and equitable).
“SUPPORTING
STATEMENT: As shareholders, we believe publicly held companies must account to
all their stakeholders vis-a-vis their positions on critical public policy
issues, like universal healthcare, especially tobacco companies because they
contribute so much to the health problems of so many. We ask fellow
shareholders to support this resolution.”
Our Board of Directors recommends a
vote AGAINST Proposal No. 5.
Our Board
of Directors believes that any comprehensive reform of the system for providing
health care in the United States should be considered by elected governmental
bodies capable of enacting a comprehensive framework of regulation in a
consistent manner, with input from the public, as well as from those within the
health care and health insurance industries having knowledge and expertise
bearing directly on the complex issues involved. As noted by the
proponents, access to affordable, comprehensive health care has already become
an issue central to current political discourse in the United States, and is
being actively debated. Our Board of Directors believes that it would
not be appropriate for the Company to inject itself into this debate and,
accordingly, this proposal is neither necessary nor in our best interest, and
recommends a vote against this proposal.
SHAREHOLDER
PROPOSAL RELATING TO
ADVERTISING
EXPENDITURES
(Proposal
No. 6)
The Sinsinawa Dominicans, Inc., 585
County Road Z, Sinsinawa, Wisconsin 53824, owner of 240 shares of our
Common Stock, and Catholic Health Initiatives, 1999 Broadway, Suite 2600,
Denver, Colorado 80202, owner of 300
shares of
our Common Stock, have notified us in writing that they intend to present the
resolution set forth below at the Annual Meeting for action by our
shareholders:
“WHEREAS,
smoking rates are higher among the poor and least educated. Through
its Lorillard Tobacco Company, Loews’ main profits from Newport come from the
African American community. Consequently, the Company targets this
key market. In Baltimore,
The New York Times
reported
(10.20.07), ‘Newports, with a lower menthol level that many say feels smoother,
and backed by marketing including the green “Newport Pleasure!” posters in
nearly every deli and gas station here, have taken a strong lead in many
cites.” Gregory Connolly, Director of Tobacco Control Research at
Harvard School of Public Health, stated: ‘It appears the industry is
targeting the most vulnerable groups through advertising and manipulation of
menthol levels.’
“This comment was echoed by Sam
Fulwood, a Black columnist for the
Cleveland Plain Dealer
(05.27.07). He commented on ‘the billboard[s] erected by cigarette
marketing people to target minorities for death-dealing
products. Those ubiquitous posters grin in poor, inner-city
neighborhoods, but rarely show their happy faces in affluent
areas.’
“Lorillard
has admitted that 51 percent of its Newport buyers are
blacks. Consequently, Lorillard is inundating the African American
community with advertising in ways that far exceed the percentage of its
advertising revenues spent in other, non-African American markets.
“
The New York Times
reported
(10.20.07):
“1. A
recent study of Baltimore’s poor in the
American Journal of Public
Health
(August, 2007) showed that more than half of poor, black young
adults smoke cigarettes --- almost always menthol, almost always
Newports.
“2. A
survey of 1,021 low-income blacks in Detroit, published in 2005 in the
American Journal of Preventive
Medicine
, found that 59 percent of men and 41 percent of women
smoked.
“Public Health Reports
reported (10/07):
“1. The
density of billboards advertising tobacco products is more than twice as high in
black neighborhoods as in white. Researchers discovered ‘there were
4.5 tobacco billboards per 10,000 residents in white areas and 11.8 per 10,000
or 2.6 times the density, in black neighborhoods.
“2. The
data also showed that ‘a given billboard was 70 percent more likely to advertise
tobacco in a black market compared with a white one.’
“3. Given
the data above, Dr. Brian A. Primack of the University of Pittsburgh and the
lead author of the review stated: ‘A specific method for that kind of
intervention is the idea of media literacy – teaching people to consciously
evaluate the advertising messages that are all around them.’
“This
resolution’s shareholders believe it would be very helpful if this Company would
endorse Dr. Primack’s suggestion and support independent efforts to create media
literacy programs in its key markets, especially in areas with large
concentrations of African American, who constitute 51% of its Newport
sales. In lieu of this,
“RESOLVED: shareholders
request the Board of Directors to create a Review Committee to make and oversee
as policy that Lorillard Tobacco Company shall not expend any greater percentage
of its advertising expenditures in demographic areas that are defined as
below-poverty level and predominately African American, than it does in its
other targeted demographic areas.”
Our Board of Directors recommends a
vote AGAINST Proposal No. 6.
Our Board
of Directors believes that this proposal is neither necessary nor in our best
interest. Our subsidiary, Lorillard Tobacco Company (“Lorillard”),
does not advertise through the use of outside billboards, signs or placards in
arenas, stadiums, shopping malls or video arcades, limits its advertising
outside of retail establishments and does not advertise on any form of public
transportation. Lorillard’s advertising is reviewed by Lorillard’s
legal department for compliance with legal requirements and Lorillard’s
Corporate Principles Concerning Marketing, Promotion and Youth
Smoking. Those principles expand upon commitments embodied in the
tobacco industry’s Cigarette Advertising and Promotion Code, which Lorillard has
adhered to for many years, and in the Master Settlement Agreement entered into
by
Lorillard,
together with other companies in the U.S. tobacco industry, with a group of
State Attorneys General in 1998. Lorillard conducts its advertising
program in accordance with all applicable laws, regulations and agreements, and
Lorillard believes that imposing additional, unilateral restrictions on its
ability to lawfully advertise its products may put it at a competitive
disadvantage. Accordingly, our Board of Directors recommends a vote
against this proposal.
OTHER
MATTERS
We know
of no other matters to be brought before the Annual Meeting. If other
matters should properly come before the meeting, proxies will be voted on such
matters in accordance with the best judgment of the persons appointed as
proxies.
We will
bear all costs in connection with the solicitation of proxies for the
meeting. We intend to request brokerage houses, custodians, nominees
and others who hold our voting stock in their names to solicit proxies from the
persons who beneficially own such stock, and we will reimburse these brokerage
houses, custodians, nominees and others for their out-of-pocket expenses and
reasonable clerical expenses. We have engaged Innisfree M&A
Incorporated (“Innisfree”) to solicit proxies for us, at an anticipated cost of
approximately $8,500. In addition to the use of the mails,
solicitation may be made by Innisfree or our employees personally or by
telephone, facsimile or electronic transmission.
Important
Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting
to Be Held on May 13, 2008.
This Proxy Statement and our 2007
Annual Report on Form 10-K are available on the “Investor Relations” page of our
website at
www.loews.com
.
Communications
with Us by Shareholders and Others
If you or
any other interested party wish to communicate directly with our presiding
director, other non-management directors or our Board as a whole, you or the
other interested party may do so by writing to our Corporate Secretary. All
communications will be delivered to the director or directors to whom they are
addressed.
If you
wish to propose an individual to be considered by our Nominating and Governance
Committee for possible recommendation to our Board of Directors as a candidate
to serve as a director, you must do so by writing to our Corporate Secretary.
Your recommendation must include the candidate’s name, a brief biographical
description, a statement of the candidate’s qualifications, a description of any
relationship between the candidate and either the recommending shareholder or
the Company, and the candidate’s signed consent to serve as a director, if
elected. We must receive your recommendations for director nominees
for our 2009 Annual Meeting not later than October 1, 2008.
If you
wish to nominate an individual for election as a director at our 2009 Annual
Meeting, you must provide notice of your intention to do so by writing to our
Corporate Secretary. Your notice must include the nominee’s name,
age, business and residence addresses, principal occupation or employment,
ownership interests in our securities, and any other information which would be
required to be disclosed with respect to that nominee in connection with a
solicitation of proxies for the election of directors. It must also
include your name and address, ownership interests in our securities, a
description of any arrangement or understanding between you and the nominee or
any other person under which the nomination is being made, your representation
that you intend to attend the 2009 Annual Meeting to nominate the nominee in
person, and any other information which would be required to be disclosed with
respect to you in connection with a solicitation of proxies for the election of
directors. Your notice must be accompanied by a written consent of
the nominee to being named as a nominee and to serve as a director, if
elected. We must receive your notice not earlier than January 13, and
not later than February 12, 2009.
If you
wish to submit a proposal for our 2009 Annual Meeting, it must be received by us
not later than December 2, 2008 in order to be included in our proxy
materials. If you wish to submit a proposal at our 2009 Annual
Meeting which will not be included in our proxy materials, then proxies
solicited by us for that meeting may confer discretionary authority to vote with
respect to that proposal if we (1) receive notice of the proposal not later than
February 16, 2009, and advise shareholders in our 2009 proxy materials of the
nature of the proposal and how management intends to vote on the matter, or (2)
do not receive notice of the proposal prior to February 16, 2009. Your proposals
should be addressed to our Corporate Secretary.
If you wish to obtain directions to our
2008 Annual Meeting of Shareholders and to be able to attend and vote in person,
you may do so by writing to our Corporate Secretary.
You
should address all communications directed to our Corporate Secretary regarding
the matters discussed above to Loews Corporation, 667 Madison Avenue, New York,
New York 10065-8087.
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By
order of the Board of Directors,
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GARY
W. GARSON
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Secretary
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Dated: March
31, 2008
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PLEASE
COMPLETE, DATE, SIGN AND
RETURN
YOUR PROXY PROMPTLY
COMMON
STOCK
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LOEWS
CORPORATION
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Proxy
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This
Proxy is Solicited on Behalf of the Board of Directors
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The
undersigned hereby constitutes and appoints Gary W. Garson, Peter W. Keegan and
Kenneth J. Zinghini and each of them, each with full power of substitution, true
and lawful attorneys, agents and proxies with all the powers the undersigned
would possess if personally present, to vote all shares of Common Stock of the
undersigned in Loews Corporation at the Annual Meeting of Shareholders to be
held at the Loews Regency Hotel, 540 Park Avenue, New York, New York, on May 13,
2008, at 11:00 A.M., New York City time, and at any adjournments thereof, upon
the matters set forth in the Notice of Meeting and accompanying Proxy Statement
and, in their judgment and discretion, upon such other business as may properly
come before the meeting.
This
Proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR”
THE ELECTION OF DIRECTORS, “FOR” PROPOSAL 2, AND “AGAINST” PROPOSALS 3, 4, 5 and
6.
THIS
PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE
SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
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Address Change/Comments
(Mark the corresponding box on the reverse side)
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Mark
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for
Address
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Change
or
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[ ]
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Comments
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PLEASE
SEE REVERSE SIDE
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Please
mark
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your
votes
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[ X ]
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like
this
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The
Board of Directors recommends a vote FOR Item 1
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The
Board of Directors recommends a vote FOR Item 2
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Item
1 - ELECTION OF DIRECTORS
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FOR
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AGAINST
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ABSTAIN
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FOR
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AGAINST
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ABSTAIN
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FOR
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AGAINST
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ABSTAIN
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FOR
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AGAINST
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ABSTAIN
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07)
G.R. Scott
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ITEM
2 - RATIFY DELOITTE & TOUCHE
LLP
AS INDEPENDENT
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Nominees:
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AUDITORS
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01)
A.E. Berman
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04)
P.J. Fribourg
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08)
A.H. Tisch
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The
Board of Directors recommends a vote AGAINST Items 3, 4, 5 and
6
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02)
J.L.
Bower
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05)
W.L. Harris
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09)
J.S. Tisch
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ITEM
3 -SHAREHOLDER
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03)
C.M. Diker
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06)
P.A. Laskawy
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10)
J.M. Tisch
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PROPOSAL -CUMULATIVE
VOTING
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ITEM
4 -SHAREHOLDER
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ITEM
5 -SHAREHOLDER PROPOSAL -
HEALTH
CARE REFORM
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ITEM
6 -SHAREHOLDER
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PROPOSAL -ADVERTISING
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EXPENDITURES
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Please
sign EXACTLY as name appears on this Proxy. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
Corporate and partnership proxies should be signed by an authorized person
indicating the person’s title.
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Signature
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Signature
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Date
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COMMON
STOCK
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CAROLINA
GROUP STOCK
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LOEWS
CORPORATION
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Proxy
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This
Proxy is Solicited on Behalf of the Board of Directors
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The
undersigned hereby constitutes and appoints Gary W. Garson, Peter W. Keegan and
Kenneth J. Zinghini and each of them, each with full power of substitution, true
and lawful attorneys, agents and proxies with all the powers the undersigned
would possess if personally present, to vote all shares of Carolina Group Stock
of the undersigned in Loews Corporation at the Annual Meeting of Shareholders to
be held at the Loews Regency Hotel, 540 Park Avenue, New York, New York, on May
13, 2008, at 11:00 A.M., New York City time, and at any adjournments thereof,
upon the matters set forth in the Notice of Meeting and accompanying Proxy
Statement and, in their judgment and discretion, upon such other business as may
properly come before the meeting.
This
Proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR”
THE ELECTION OF DIRECTORS, “FOR” PROPOSAL 2, AND “AGAINST” PROPOSALS 3, 4, 5 and
6.
THIS
PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE
SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
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Address Change/Comments
(Mark the corresponding box on the reverse side)
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Mark
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for
Address
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Change
or
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[ ]
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Comments
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PLEASE
SEE REVERSE SIDE
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Please
mark
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your
votes
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[ X ]
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like
this
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The
Board of Directors recommends a vote FOR Item 1
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The
Board of Directors recommends a vote FOR Item 2
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Item
1 - ELECTION OF DIRECTORS
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FOR
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AGAINST
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ABSTAIN
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FOR
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AGAINST
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ABSTAIN
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FOR
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AGAINST
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ABSTAIN
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FOR
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AGAINST
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ABSTAIN
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07)
G.R. Scott
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ITEM
2 - RATIFY DELOITTE & TOUCHE
LLP
AS INDEPENDENT
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Nominees:
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AUDITORS
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01)
A.E. Berman
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04)
P.J. Fribourg
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08)
A.H. Tisch
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The
Board of Directors recommends a vote AGAINST Items 3, 4, 5 and
6
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02)
J.L.
Bower
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05)
W.L. Harris
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09)
J.S. Tisch
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ITEM
3 -SHAREHOLDER
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03)
C.M. Diker
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06)
P.A. Laskawy
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10)
J.M. Tisch
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PROPOSAL -CUMULATIVE
VOTING
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o
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ITEM
4 -SHAREHOLDER
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ITEM
5 -SHAREHOLDER PROPOSAL -
HEALTH
CARE REFORM
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o
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ITEM
6 -SHAREHOLDER
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PROPOSAL -ADVERTISING
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EXPENDITURES
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Please
sign EXACTLY as name appears on this Proxy. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
Corporate and partnership proxies should be signed by an authorized person
indicating the person’s title.
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Signature
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Signature
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Date
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Loews (NYSE:LTR)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Loews (NYSE:LTR)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024