UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐			Preliminary Proxy Statement
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☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

LOEWS CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐			Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.

TABLE OF CONTENTS

667 Madison Avenue New York, NY 10065-8087
Notice of 2023 Annual Meeting of Shareholders

AGENDA:		DATE: Tuesday, May 9, 2023 TIME: 11:00 a.m. New York City Time PLACE: Loews Regency New York Hotel 540 Park Avenue, New York, New York RECORD DATE: March 14, 2023
1	To elect eleven directors named in this proxy statement;
2	To approve, on an advisory basis, the company’s executive compensation;
3	To hold an advisory vote on the frequency of future advisory votes on executive compensation;
4	To ratify the appointment of our independent auditors for 2023;
5	To approve an amendment to our certificate of incorporation to update exculpation provision; and
6	To transact any other business as may properly come before the meeting or any adjournment or postponement.
	Shareholders of record at the close of business on March 14, 2023 are entitled to notice of and to vote at the meeting and any adjournment or postponement.

YOUR VOTE IS IMPORTANT. PLEASE VOTE AS PROMPTLY AS POSSIBLE BY USING THE INTERNET OR TELEPHONE, OR IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS, BY SIGNING, DATING AND RETURNING THE ACCOMPANYING PROXY CARD.

By order of the Board of Directors,

Marc A. Alpert

Senior Vice President, General Counsel and Secretary

March 29, 2023

TABLE OF CONTENTS

Table of Contents

Contents

Notice of 2023 Annual Meeting of Shareholders			1
Proxy Summary			3
Proposal No. 1: Election of Directors			5
Director Nominating Process			5
Director Independence			6
Director Nominees			7
Board Governance Information			12
Corporate Governance			12
Board Leadership Structure			12
Board Committees			13
Executive Sessions of Independent Directors			14
Director Attendance at Meetings			14
Board Oversight of Risk Management			15
Share Ownership Guidelines for Directors			16
Director Compensation			16
Transactions with Related Persons			17
Stock Ownership			18
Principal Shareholders			18
Director and Officer Holdings			19
Proposal No. 2: Advisory Resolution to Approve Executive Compensation			21
Proposal No. 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation			22
Executive Compensation			23
Compensation Discussion and Analysis			23
Executive Summary			23

SEC Form DEF 14A filed by Loews Corporation