Unassociated Document
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:
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April
25, 2007
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(Date
of earliest event reported):
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April
25, 2007
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-6541
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13-2646102
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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667
Madison Avenue, New York, N.Y.
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10021-8087
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area
code:
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(212)
521-2000
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NOT
APPLICABLE
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(Former
name or former address, if changed since last
report.)
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to rule 13e-4 (c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
7.01
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Regulation
FD Disclosure.
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Management
of the registrant has determined to recommend that the registrant’s Board of
Directors (“Board”) adopt two amendments to the registrant’s By-Laws. The first
amendment would establish a majority vote standard for the election of directors
in uncontested elections, requiring that a nominee receive a majority of the
votes cast to be elected to the Board. Contested elections would continue to
use
the plurality vote standard. Under the majority voting standard, any incumbent
director who does not receive a majority of the votes cast would be required
to
offer his or her resignation to the Board. The Board would then establish a
committee to consider any such resignations and make a recommendation to the
Board on whether to accept or reject the resignation. The Board would publicly
disclose its decision and the rationale behind it within 90 days of the
certification of the election results.
The
second By-law amendment would set a range for the number of directors
constituting the entire Board at between 7 and 15 and provide that the range
could not be changed except by a vote of shareholders. The Board would have
flexibility to increase or decrease the size of the Board within the range
without shareholder approval.
If
adopted by the registrant’s Board, these amendments would be effective for the
registrant’s 2008 Annual Meeting of Shareholders.
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.
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LOEWS
CORPORATION
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(Registrant)
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Dated: April
25, 2007
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By:
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/s/
Gary W. Garson
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Gary
W. Garson
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Senior
Vice President
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General
Counsel
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and
Secretary
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