0000060086FALSE00000600862025-02-172025-02-17


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)     February 17, 2025


LOEWS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware1-6541   13-2646102
(State or other jurisdiction of incorporation)(Commission File Number)   (I.R.S. Employer Identification No.)

9 West 57th Street, New York, NY
10019-2714
(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code:   
(212) 521-2000

NOT APPLICABLE
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueLNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

1


Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Executive Officer Compensation

On February 17, 2025, in connection with the previously announced appointment of Benjamin J. Tisch, effective January 1, 2025, as President and Chief Executive Officer of Loews Corporation (the “Corporation”), the Compensation Committee of the Board of Directors of the Corporation (the “Compensation Committee”) established the following compensation for Mr. Tisch: an annual base salary of $1,000,000; a target cash incentive compensation award for 2025 of $2,600,000; and a target performance-based restricted stock unit (“PRSU”) award for 2025 of 10,690 PRSUs, representing a grant date fair value of $900,000. Mr. Tisch’s cash incentive compensation and PRSU awards were made pursuant to the Registrant’s 2016 Incentive Compensation Plan and the terms of such awards are substantially the same as those granted to the Corporation’s other executive officers.

Special Stock Appreciation Right Awards

In addition, on February 17, 2025, in connection with the leadership transition, the Compensation Committee approved special grants of stock appreciation rights (“SARs”) to each of Benjamin J. Tisch, Alexander H. Tisch, Vice President of the Corporation and President and Chief Executive Officer of the Corporation’s subsidiary, Loews Hotels & Co, and Jane J. Wang, Senior Vice President and Chief Financial Officer of the Corporation. The SARs awards are not part of the executives’ regular annual compensation and will not be awarded on a regularly recurring basis.

The following table sets forth the number of SARs awarded to each executive at the applicable exercise prices:

Exercise Price
$100/share
$150/share
$200/share
Benjamin J. Tisch
100,000 SARs
150,000 SARs
200,000 SARs
Alexander H. Tisch
100,000 SARs
150,000 SARs
200,000 SARs
Jane J. Wang
75,000 SARs
112,500 SARs
150,000 SARs

The SARs have a 10-year term and become exercisable seven years after the grant date.

For the SARs to provide value, the price of the Corporation’s common stock must appreciate from its current trading price to the applicable exercise prices, and the executives must remain employed by the Corporation (except as described in the following paragraph). Approximately 22% of the SARs are exercisable if the Corporation’s common stock reaches $100 per share during the exercise period, an additional approximately 33% of the SARs are exercisable if the Corporation’s common stock reaches $150 per share during the exercise period and an additional approximately 45% of the SARs are exercisable if the Corporation’s common stock reaches $200 per share during the exercise period.
2

The SARs will be automatically forfeited upon a termination of service, other than in the case of death or disability, a termination by the Corporation without cause or a termination by the executive for good reason (in each case as defined in the applicable award terms). In the case of a termination due to death or disability, the SARs will expire on the earlier of the third anniversary of termination and the expiration of the 10-year term. In the case of a termination by the Corporation without cause or a termination by the executive for good reason, the SARs will expire on the earlier of the second anniversary of termination and the expiration of the 10-year term.

The grant date fair value of the SARs awards are $4,093,500 for each of Messrs. Benjamin and Alexander Tisch and $3,070,125 for Ms. Wang.

Payments made in respect of any exercised SARs will be made in shares of the Corporation’s common stock, unless the Corporation elects to make any such payments in cash.

The SARs and any stock delivered or cash paid upon the exercise of the SARs will be subject to clawback pursuant to the Corporation’s executive incentive compensation clawback policy or as required by applicable law.

In granting the awards, the Committee considered that the awards would provide significant incentives to create shareholder value and help further motivate and retain the executives.

The description of the awards as summarized above is qualified in its entirety by reference to the copy of the form of SAR award notice, which is attached as Exhibit 10.01 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits:

See Exhibit Index.
3

EXHIBIT INDEX

Exhibit No.Description
Form of Award Notice for Stock Appreciation Rights under the Loews Corporation 2016 Incentive Compensation Plan.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
4

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   LOEWS CORPORATION
   (Registrant)
   
   
Dated: February 18, 2025
By:/s/ Marc A. Alpert
   Marc A. Alpert
   Senior Vice President,
General Counsel
and Secretary
5
Exhibit 10.01
LOEWS CORPORATION
STOCK APPRECIATION RIGHT AWARD NOTICE

THIS STOCK APPRECIATION RIGHT AWARD NOTICE (this “Notice”) is made as of the grant date set forth below (the “Grant Date”) and evidences the grant of the Award set forth below by Loews Corporation, a Delaware corporation (the “Company”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Loews Corporation 2016 Incentive Compensation Plan (the “Plan”).

Name of Grantee:[______________] (the “Grantee”)
Grant Date:[______________]
Number of SARs and Base Price(s):[______________] SARs at a Base Price of $[______________]
Expiration Date:10 years from the Grant Date

1.Grant of Awards. The Company hereby grants to the Grantee an Award of Stock Appreciation Rights (“SARs”), subject to and governed by the terms and conditions of this Notice and the Plan, which are incorporated by reference. This Notice shall constitute the Award Terms for purposes of the Plan. In the event of any conflict between this Notice and the Plan, this Notice will control unless specifically stated otherwise in this Notice or the Plan. In the event of any ambiguity in this Notice, any term that is not defined in this Notice, or any matter as to which this Notice is silent, the Plan will govern.
2.Form of Award and Exercisability.
(a)Form of Award. Each SAR granted under this Notice shall, subject to the terms herein, represent the right to receive an amount, payable in shares of Stock as provided in Section 2(b), equal in value to the excess, if any, on the date of exercise of the Fair Market Value (determined in all cases for purposes of this Notice as the reported closing price of a share of Stock on the trading day prior to the applicable date on the principal stock exchange on which the shares of Stock are then traded) of a share of Stock over the relevant Base Price(s). Any SARs that are exercised shall thereafter be payable in accordance with Section 2(b).
(b)Method of Exercise and Payment.
(i)The Award of SARs shall become exercisable on the date that is seven (7) years from the Grant Date (the “Exercise Date”) until the Expiration Date (the “Exercise Period”).
(ii)To exercise an Award, the Grantee shall give written notice to the Company or its designated agent specifying the number of shares of Stock for which the SAR is to be exercised, the relevant Base Price(s) and any other information as the Company or its designated agent may require. The exercise shall be effective upon receipt by the Company of such compliant written notice. Unless such SAR is terminated or forfeited pursuant to this Notice or the Plan, upon the exercise of a SAR, the Grantee shall be entitled to receive an amount, subject to any withholding requirements, equal to the product of (i) the excess of the Fair Market Value of one



share of Stock over the applicable Base Price(s) multiplied by (ii) the number of shares of Stock in respect of which the SAR has been exercised. Unless the Company elects in its discretion to settle such amount in cash in lieu of Stock, such amount will be paid to the Grantee by delivering to the Grantee’s account a number of shares of Stock (rounded down to the nearest whole share of Stock in the aggregate) equal to the quotient of (i) such amount divided by (ii) the Fair Market Value of one share of Stock.
(iii)Except as provided in Section 3(b), the Grantee must remain continuously employed or provide services to the Company in order to exercise the SARs during the Exercise Period.
3.Forfeitures.

(a)Termination of Employment or Service. Except as expressly provided in Section 3(b) or Section 3(c), if the Grantee’s employment or service with the Company and/or its Subsidiaries terminates for any reason, all unexercised SARs shall be forfeited and be of no further force or effect as of the date of the termination.
(b)Termination on Account of Death or Disability. If the Grantee’s employment or service with the Company and/or its Subsidiaries terminates on account of death or Disability, the Award shall (i) remain outstanding until the earlier of (A) the third anniversary of the date of termination and (B) the Expiration Date and (ii) be exercisable to the extent provided for in Section 2(b)(i). For the avoidance of doubt, to the extent the third anniversary of a Grantee’s termination on account of death or Disability would be prior to the Exercise Date, the SARs shall not be exercisable and shall be forfeited in their entirety and be of no further force or effect as of the date of the termination.
(c)Termination Without Cause or For Good Reason. If the Grantee’s employment or service with the Company and/or its Subsidiaries is terminated by the Company without Cause or by the Grantee for Good Reason, the Award shall (i) remain outstanding until the earlier of (A) the second anniversary of the date of termination and (B) the Expiration Date and (ii) be exercisable to the extent provided for in Section 2(b)(i). For the avoidance of doubt, to the extent the second anniversary of a Grantee’s termination by the Company without Cause or by the Grantee for Good Reason would be prior to the Exercise Date, the SARs shall not be exercisable and shall be forfeited in their entirety and be of no further force or effect as of the date of the termination.
4.Voting Rights. The Grantee shall have no rights as a shareholder of the Company with respect to any shares of Stock underlying the SARs until such shares of Stock are actually issued to and held by the Grantee pursuant to the terms of this Notice. No adjustment shall be made for ordinary dividends or other rights for which the record date occurs before the date the Participant becomes the holder of record.
5.Recoupment. All SARs and any shares of Stock delivered or cash paid upon the exercise of the SARs pursuant to this Award shall be subject to clawback pursuant to any executive incentive compensation clawback policy adopted by the Company from time to time or as required by law.

2

6.Tax Withholding. The Company is authorized to withhold from this Award and any payment relating to this Award all withholding taxes and other tax obligations arising from the grant, delivery and/or exercise of this Award. Absent an election by the Grantee in accordance with the following sentence, the Company shall withhold from the delivery to the Grantee of any shares of Stock under this Award the number of shares of Stock having a Fair Market Value equal to all applicable taxes. Notwithstanding the foregoing, the Grantee may elect to (i) pay taxes in cash and/or Stock or (ii) irrevocably authorize a third party to sell shares of Stock (or a sufficient portion of the shares of Stock) held by the Grantee to remit to the Company a sufficient portion of the sale proceeds to pay taxes; provided that such method will not cause adverse accounting consequences for the Company and is permitted under applicable withholding rules in satisfaction of the Grantee’s tax obligations.
7.Section 409A Compliance. It is the intention of the Company and the Grantee that all payments, benefits and entitlements received by the Grantee under this Notice be provided in a manner that does not impose any additional taxes, interest or penalties on the Grantee with respect to the payments, benefits and entitlements under Section 409A of the Code, and its implementing regulations (“Section 409A”), and the provisions of this Notice will be construed and administered in accordance with this intent. Each of the Company and the Grantee has used, and will continue to use, their best reasonable efforts to avoid the imposition of any additional taxes, interest or penalties, and the Company and the Grantee agree to work together in good faith to amend this Notice, and to structure any payment, benefit or other entitlement received by the Grantee hereunder, in a manner that avoids imposition of any additional taxes, interest or penalties while preserving the affected payment, benefit or entitlement to the maximum extent practicable and maintaining the basic financial provisions of this Notice without violating any applicable requirement of Section 409A.
8.Governing Law. This Notice shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware.
9.Binding on Successors. The terms of this Notice will be binding upon the Grantee and upon the Grantee’s heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest, and upon the Company and its successors and assignees, subject to the terms of the Plan.
10.Transferability. This Award, including the SARs subject to this Award, is not transferable except as permitted by the Plan.
11.Entire Agreement. This Notice and the Plan contain the entire agreement and understanding between the parties as to the subject matter hereof.
12.Notices. All notices and other communications under this Notice shall be in writing and shall be given by hand delivery to the other party or confirmed email or overnight courier, or by postage paid first class mail, addressed as follows:

3

If to the Grantee:
The address of his or her principal residence and the email address as they appear in the Company’s records.
If to the Company:
Loews Corporation
9 West 57th Street
New York, NY 10019
Attention: Corporate Secretary
Email: corporatesecretary@loews.com
or to any other address as any party will have furnished to the other in writing in accordance with this Section 12. Notice and communications will be effective when actually received by the addressee if given by hand delivery or confirmed email, when deposited with a courier service if given by overnight courier, or two (2) business days following mailing if delivered by first class mail.
13.Amendment. This Notice may not be modified, amended or waived except by an instrument in writing signed by the Company and the Grantee. The waiver by either party of compliance with any provision of this Notice shall not operate or be construed as a waiver of any other provision of this Notice, or of any subsequent breach by the other party of a provision of this Notice.
14.Authority of the Committee. The Plan is administered by the Committee, which shall have full authority to interpret and construe the terms of the Plan and this Notice. The determination of the Committee as to any matter of interpretation or construction shall be final, binding and conclusive.
15.No Rights to Continuation of Employment. Nothing in the Plan or this Notice shall confer upon the Grantee any right to continue in the employ of the Company or any Subsidiary thereof or shall interfere with or restrict the right of the Company to terminate the Grantee’s employment at any time for any reason.
16.Headings. Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any Section.

4

Effective as of the Grant Date, the Company has caused this Notice to be executed on its behalf by a duly authorized officer.

By:
 Name:
 Title:

5
v3.25.0.1
Cover
Feb. 17, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 17, 2025
Entity Registrant Name LOEWS CORPORATION
Entity Central Index Key 0000060086
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 1-6541
Entity Tax Identification Number 13-2646102
Entity Address, Address Line One 9 West 57th Street
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10019-2714
City Area Code 212
Local Phone Number 521-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.01 par value
Trading Symbol L
Security Exchange Name NYSE
Entity Emerging Growth Company false
Loews (NYSE:L)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025 Click aqui para mais gráficos Loews.
Loews (NYSE:L)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025 Click aqui para mais gráficos Loews.