Item 5. Other Information
Item 5. Other Information
Items 5 (a) and (b) are inapplicable.
(c) TRADING PLANS
On June 16, 2023 , Anthony Welters , a director of the Company, adopted a trading plan with respect to the exercise of expiring stock appreciation rights (“SARs”) granted to Mr. Welters as director compensation in 2013 and 2014 (the “Plan”). The Plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Pursuant to the Plan, if the market price of the Company’s common stock exceeds the exercise price for the applicable SARs by a specified amount during the applicable trading window, the applicable SARs will be exercised and the net shares received by Mr. Welters from such exercise will be sold at market prices. 2,250 SARs expire on each of December 31, 2023, March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024. The trading window under the Plan for each such expiration begins on the first trading day of the expiration month and ends on the expiration date.
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Item 6. Exhibits.
Description of Exhibit Exhibit
Number
Restated Certificate of Incorporation of Registrant, dated August 11, 2009, incorporated herein by reference to Exhibit 3.1 to Registrant’s Report on Form 10-Q for the quarter ended September 30, 2009, filed with the SEC on November 2, 2009 (File No. 001-06541)
3.1
Certificate of Amendment of Certificate of Incorporation of Registrant dated May 9, 2023
3.2*
Certification by the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14(a)
31.1*
Certification by the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14(a)
31.2*
Certification by the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)
32.1*
Certification by the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)
32.2*
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.INS *
Inline XBRL Taxonomy Extension Schema 101.SCH *
Inline XBRL Taxonomy Extension Calculation Linkbase 101.CAL *
Inline XBRL Taxonomy Extension Definition Linkbase 101.DEF *
Inline XBRL Taxonomy Label Linkbase 101.LAB *
Inline XBRL Taxonomy Extension Presentation Linkbase 101.PRE *
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 104*
*Filed herewith.
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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: July 31, 2023
By: /s/ Jane J. Wang
JANE J. WANG
Senior Vice President and
Chief Financial Officer
(Duly authorized officer
and principal financial
officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.