L DEF 14A Report ended May 12, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

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LOEWS CORPORATION

(Name of Registrant as Specified In Its Charter)

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

---

	Walter L. Harris
	AGE: 68 DIRECTOR SINCE: 2004	From 2014 until 2019, President and Chief Executive Officer of FOJP Service Corporation, a provider of risk management services to hospitals, long-term care facilities and social service agencies in New York City, and Hospitals Insurance Company, a provider of insurance coverages and services to hospitals, long-term care facilities, physicians and healthcare professionals in New York State. Mr. Harris is also Chairman of the Board of Directors of Watford Holdings Ltd. EXPERIENCE: Mr. Harris has extensive experience and knowledge regarding the commercial insurance industry, which is particularly valuable to our Board in light of Loews’s significant interest in the insurance industry as represented by one of our principal subsidiaries, CNA.

	Philip A. Laskawy
	AGE: 78 DIRECTOR SINCE: 2003	Retired Chairman and Chief Executive Officer of Ernst & Young LLP, an international accounting firm. Mr. Laskawy is also a director of Henry Schein, Inc., Covetrus, Inc. and Lazard Ltd. EXPERIENCE: Mr. Laskawy brings to our Board extensive knowledge of and skills in financial and accounting matters, having served as Chairman and Chief Executive Officer of one of the largest public accounting firms in the United States. This qualifies him to serve as one of the two financial experts on our Board’s Audit Committee. Mr. Laskawy’s knowledge and skills are especially valuable to our Board in understanding and dealing with complex financial and accounting issues.

	Susan P. Peters
	AGE: 66 DIRECTOR SINCE: 2018	Retired Senior Vice President of Human Resources of General Electric Company, a global industrial company, a position which she held from 2013 until 2017. EXPERIENCE: Ms. Peters’ experience during her 38-year career at General Electric, in which she held positions of increasing responsibility and which culminated in her serving as the chief human resources officer and a member of the senior leadership team, has provided her with deep domain expertise in talent management, operational optimization, executive compensation and leadership development at the highest level that serve our Board extremely well.

	Andrew H. Tisch
	AGE: 70 DIRECTOR SINCE: 1985	Co-Chairman of the Board, Chairman of the Executive Committee and a member of the Office of the President of Loews. Mr. Tisch is also a director of our subsidiaries, CNA, Diamond Offshore and the general partner of Boardwalk Pipelines. He was also a director of K12 Inc. from 2001 to 2017. EXPERIENCE: Mr. Tisch has served as a member of Loews’s Office of the President since 1999 and, prior to that time, had served the company in a number of other executive positions. This experience has provided him with broad knowledge of and insight into Loews and its operations and businesses and has enabled him to be instrumental in providing our company with strategic direction and operational oversight. Our Board and its Nominating and Governance Committee believe that his direct experience in managing Loews’s business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities.

	James S. Tisch
	AGE: 67 DIRECTOR SINCE: 1986	President and Chief Executive Officer and a member of the Office of the President of Loews. Mr. Tisch is also a director of General Electric Company, and our subsidiary, CNA, and Chairman of the Board of our subsidiary, Diamond Offshore. EXPERIENCE: Mr. Tisch has served as a member of Loews’s Office of the President since 1999 and, prior to that time, had served the company in a number of other executive positions, giving him extensive knowledge of Loews, its operations and the businesses in which it is engaged, and enabling  him to be instrumental in. providing our company with both strategic direction and day-to-day operational oversight. Our Board and its Nominating and Governance Committee believe that his direct experience in managing Loews’s business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities.

	Jonathan M. Tisch
	AGE: 66 DIRECTOR SINCE: 1986	Co-Chairman of the Board and a member of the Office of the President of Loews, and Chairman and, since 2016, Chief Executive Officer of our subsidiary, Loews Hotels. EXPERIENCE: Mr. Tisch has served as a member of Loews’s Office of the President since 1999 and, prior to that time, had served the company in a number of other executive positions. This experience has provided him with broad knowledge of and insight into Loews and its operations and businesses and has enabled him to be instrumental in providing our company with strategic direction and operational oversight. Our Board and its Nominating and Governance Committee believe that his direct experience in managing the Loews Hotels business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities.

	Anthony Welters
	AGE: 65 DIRECTOR SINCE: 2013	Executive Chairman of Black Ivy Group, LLC, a values-driven investment company that builds and grows commercial enterprises in Sub-Saharan Africa, since 2013. Mr. Welters served as Senior Advisor to the Office of the Chief Executive Officer of UnitedHealth Group Incorporated from 2014 until his retirement in 2016. He is also an attorney. Mr. Welters is also a director of the Carlyle Group and was a director of West Pharmaceutical Services, Inc. from 1997 until 2016 and of C.R. Bard, Inc. from 1999 to 2017. EXPERIENCE: Mr. Welters’ experience as a senior executive at a large, complex health insurance company, as well as his service as a director of several public companies and his work with numerous educational and philanthropic organizations, give him a range of knowledge and skills that are extremely valuable to our Board.

Our Board recommends a vote FOR each of the nominees listed above to be elected as a director of our Company.

Loews Corporation 2020 Proxy

11

AUDIT

CHAIR: Walter Harris OTHER MEMBERS: Ann E. Berman Joseph L. Bower Charles M. Diker Paul J. Fribourg Philip A. Laskawy 2019 MEETINGS HELD: 7 Each of the members 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 and the rules of the Securities and Exchange Commission. Additionally, Ms. Berman and Mr. Laskawy have been designated as “audit committee financial experts” under the rules of the Securities and Exchange Commission.

PRIMARY ROLE The Audit Committee assists our Board in fulfilling its responsibility to oversee: ◾ the integrity of our financial statements; ◾ our compliance with legal and regulatory requirements; ◾ the qualifications and independence of our independent auditors; ◾ the performance of our internal audit function and independent auditors; ◾ our systems of disclosure controls and procedures and internal controls over financial reporting; and ◾ compliance with ethical standards adopted by Loews. 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.

COMPENSATION

CHAIR: Joseph L. Bower OTHER MEMBERS: Charles D. Davidson Charles M. Diker Paul J. Fribourg Susan P. Peters 2019 MEETINGS HELD: 3 Each of the members is an independent director and satisfies the additional independence requirements for Compensation Committee members provided for in the listing standards of the New York Stock Exchange and the rules of the Securities and Exchange Commission.

PRIMARY ROLE ◾ The Compensation Committee assists our Board in discharging its responsibilities relating to compensation of our executive officers. These responsibilities include: ◾ reviewing our general compensation philosophy for executive officers; ◾ overseeing the development and implementation of executive compensation programs; 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.

	BOARD
	As part of its oversight responsibility, our Board has Loews’s management provide periodic reports to systematically identify the principal risks facing the company and its subsidiaries, identify and evaluate policies and practices that promote a culture that actively balances risk and reward, and evaluate risk management practices. These reports enable non-management directors to conduct meaningful and substantive discussions concerning these issues with senior management through the conduit of the lead director and during full Board deliberations.

OFFICE OF PRESIDENT

LEAD INDEPENDENT DIRECTOR

AUDIT COMMITTEE

MANAGEMENT

RISK COUNCIL Chair: Chief Financial Officer Other Members: Representatives of Different Functional Areas

The Risk Council assists Loews’s management in reporting appropriate information and analysis regarding enterprise risk management to our Board. It reviews Loews’s enterprise risk management framework, including the strategies, policies, procedures and systems established by Loews management and each of its subsidiaries to identify, assess, measure and manage the material risks facing Loews and its subsidiaries, and periodically reports to our Office of the President, Board and Audit Committee.

Name	Fees Earned or Paid in Cash	Stock Awards	(1)	Option/SAR Awards	(2)	Total
Ann E. Berman	125,000	100,000		0		225,000
Joseph L. Bower	165,000	100,000		0		265,000
Charles D. Davidson	110,000	100,000		0		210,000
Charles M. Diker	135,000	100,000		0		235,000
Jacob A. Frenkel (3)	40,797	0		0		40,797
Paul J. Fribourg	185,000	100,000		0		285,000
Walter L. Harris	175,000	100,000		0		275,000
Philip A. Laskawy	125,000	100,000		0		225,000
Susan P. Peters	107,500	100,000		0		207,500
Anthony Welters	110,000	100,000		0		210,000

Name and Add ress	Amount Beneficially Owned	Percent of Class
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	28,341,315 (1)	9.5
JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017	18,213,650 (2)	6.1
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	17,868,271 (3)	6.0
James S. Tisch c/o Barry L. Bloom 655 Madison Avenue, 11th Floor New York, NY 10065	16,898,858 (4)	6.0
Andrew H. Tisch c/o Barry L. Bloom 655 Madison Avenue, 11th Floor New York, NY 10065	15,908,762 (5)	5.6

Name	Amount Beneficially Owned (1)	(2)	Percent of Class
Ann E. Berman	8,648	(3)	*
Joseph L. Bower	16,129	(4)	*
Charles D. Davidson	18,615	(5)	*
Charles M. Diker	11,704	(6)	*
David B. Edelson	22,836	(7)	*
Paul J. Fribourg	8,733	(8)	*
Walter L. Harris	14,704	(9)	*
Philip A. Laskawy	13,453	(10)	*
Susan P. Peters	3,938	(11)	*
Kenneth I. Siegel	0		*
Andrew H. Tisch	15,908,762	(12)	5.6%
James S. Tisch	16,898,858	(13)	6.0%
Jonathan M. Tisch	10,010,882	(14)	3.5%
Anthony Welters	11,622	(15)	*
All executive officers and directors as a group (16 persons including those listed above)	42,975,156	(16)	15.2%

Accordingly, our Board recommends a vote FOR the following resolution:

OUR NAMED EXECUTIVE OFFICERS FOR 2019 WERE:

	James S. Tisch		David B. Edelson		Andrew H. Tisch		Jonathan M. Tisch		Kenneth I. Siegel
	President and Chief Executive Officer, Office of the President		Senior Vice President and Chief Financial Officer		Office of the President, Co-Chairman of the Board, Chairman of the Executive Committee		Office of the President, Co-Chairman of the Board, Loews Corporation; Chairman and Chief Executive Officer, Loews Hotels		Senior Vice President

CNA Financial Corporation is a property and casualty insurer (89% ownership interest)		Diamond Offshore Drilling, Inc. is a provider of offshore drilling services worldwide (53% ownership interest)		Boardwalk Pipelines is a provider of natural gas and liquids transportation and storage services (100% ownership interest)		Loews Hotels is an operator and manager of hotels (100% ownership interest)		Altium Packaging (formerly known as Consolidated Container Company) is a manufacturer of rigid plastic packaging (99% ownership interest)

	Base Salary 17.1%	Cash Incentive Compensation 67.1%		Stock-Based Awards 15.8%
		Incentive Compensation: 82.9%

	Base Salary 18.4% – 21.2%	Cash Incentive Compensation 59.2% – 68.3%		Stock-Based Awards 13.4% – 19.6%
		Incentive Compensation: 78.8% – 81.6%

SAY ON PAY VOTE APPROVAL In the last five years, we received an average approval of approximately 91% in our annual advisory vote of shareholders on our executive compensation program.

STEP 1

Establish annual performance bonus pool

First quarter of each year

First, the Compensation Committee establishes an annual performance bonus pool expressed as a percentage of our performance-based income for that year.

The performance bonus pool is not an expectation of the bonus amounts that will, in fact, be paid; rather, it sets the outer limit of compensation that can be paid to all executive officers in our incentive compensation program for the year. The Committee allocates a portion of the performance bonus pool to each of the named executive officers and other executive officers who participate in the incentive compensation program.

STEP 2

Establish Target Award

First quarter of each year

	Then, the Compensation Committee establishes a target award (expressed as a dollar amount) for each participant, based on an assessment of the individual’s expected performance.
	The intention is that the incentive compensation award will not exceed the target award (even if the portion of the performance bonus pool allocated to a participant is in excess of the established target), except based on the Compensation Committee’s discretion.

STEP 3

Establish Maximum Award

First quarter of each year

	Next, the Compensation Committee establishes a maximum award (expressed as a dollar amount) for each participant, to cap the amount in excess of the target that the Committee may in its discretion award any participant.
	A participant’s award cannot exceed the portion of the performance bonus pool allocated to the participant, and also cannot exceed the maximum award amount established by the Committee. In addition, it has been the practice of the Compensation Committee to retain negative discretion in the payment of awards, which allows the Committee to reduce or eliminate any award at its discretion.

STEP 4

Define Performance-based Income

First quarter of each year

	The Compensation Committee determines what adjustments should be made to our consolidated net income for the year to account for factors that would not be appropriate to include when determining performance for incentive compensation purposes.
	However, by reserving the ability to exercise negative discretion to reduce an award otherwise earned, the Committee retains the ability to take into account these excluded items and other factors it deems relevant.

STEP 5

Calculate Performance-based Income and Conduct Participant Performance Assessment

First quarter of following year

After the fiscal year ends, the amount of performance-based income earned for the year is determined. Once this has been determined, the Compensation Committee reviews and re-assesses each participant’s performance in the context of our financial performance and seeking to achieve the goals of our compensation philosophy.

Based upon this review and re-assessment, the Committee awards incentive compensation out of each executive’s pre-allocated percentage of the performance bonus pool. The Committee, in its discretion, then determines whether to award incentive compensation that meets or exceeds the target award (up to the maximum award established for that individual) or that is lower than the target award. Historically, the Committee has exercised its negative discretion to limit awards paid to the pre-established target amounts.

Name	Share of 4% Bonus Pool Allocated		Target Award	Maximum Award
James S. Tisch	19.1	%	$3,825,000	$5,000,000
David B. Edelson	18.1		3,625,000	4,750,000
Andrew H. Tisch	13.6		2,725,000	4,000,000
Jonathan M. Tisch	15.5		3,100,000	4,500,000
Kenneth I. Siegel	17.2		3,450,000	4,500,000

Adjustment identifie d i n first quarter 2019		Rationale for exclusion
The effect of accounting changes		This item was excluded because: • by its nature it is not a cash item; • it is not within the control of the company or any named executive officer; and • it has the possibility of increasing or decreasing net income in ways that may not be predictable when performance-based income is established.
Net losses attributed to the impairment of goodwill or long-lived assets		This item was excluded because: • it is not a cash item; • under generally accepted accounting principles, goodwill and long-lived assets are accounted for using an impairment-based model under which the carrying value is subject to reduction, resulting in charges to income, based on a decline in fair value, but the carrying value cannot be increased in subsequent periods if fair values rise; and • doing so encourages management to approach impairment decisions objectively and impartially.
Any net income or loss attributable to the impact of reserve strengthening and adverse dividend or premium development associated with asbestos and environmental pollution reserves at CNA for accident years prior to 2000, and any favorable or unfavorable income statement impact of applying retroactive insurance accounting to the losses ceded in connection with CNA’s 2010 loss portfolio transfer		In 2010, CNA entered into a loss portfolio transfer transaction under which substantially all of its estimated legacy asbestos and environmental pollution liabilities were ceded to a reinsurer. Accordingly, the Compensation Committee determined that any remaining charges related to this pre-2001 legacy business, as well as any net income which may result from the reinsurance benefits relating to the loss portfolio transfer transaction, should not be considered when measuring current performance.
Charges relating to reserve strengthening and adverse dividend or premium development at CNA associated with accident years prior to 2000 related to mass tort claims		The Compensation Committee decided to exclude these charges because it believes that the impact of these claims is not an appropriate measure of current performance.
Charges relating to net reserve strengthening relating to CNA’s long-term care or benefit settlement option liabilities or relating to a charge recognized in connection with a disposition (or proposed disposition), a loss portfolio transfer or other transaction that is intended to fix or limit CNA’s exposure to its run-off Life & Group business		CNA’s individual and group long-term care businesses are in run-off and its payout annuity business was in run-off prior to its disposition in 2014. The Compensation Committee determined that any charges from a transaction that would substantially mitigate CNA’s exposure to these legacy businesses should not be taken into account in measuring current performance.
Realized gains and losses		The Compensation Committee decided to exclude both realized gains and realized losses because the decision to realize a gain or a loss can be a discretionary decision. Accordingly, by excluding realized gains and losses, any implication that an individual could be wrongly motivated in taking or failing to take a gain or loss in an effort to impact consolidated net income would be removed. In addition, a significant component of the company’s realized investment gains and losses in recent years has included “other-than-temporary impairments” of investment securities. As is the case with respect to impairments of goodwill or long-lived assets, these impairments can only result in charges; any subsequent increase in the market value of an impaired security can be recognized only if that security is sold.

Adjustment identifie d i n first quarter 2019		Rationale for exclusion
Catastrophe losses of CNA in excess of, but not less than, CNA’s budgeted amount		The Compensation Committee excluded this item because the level of catastrophes that impact a property and casualty insurer is, of course, unpredictable and, accordingly, not an appropriate way to measure performance. On the other hand, performance-based income should not be increased just because of a low level of catastrophes in any year. The Compensation Committee determined that the amount for catastrophe losses budgeted at the beginning of the year — which at times has been higher or lower than the actual level of catastrophe losses — is preferable for measuring performance.
Charges relating to the disposition, by judgment or settlement, of smoking- and health-related litigation		The company’s former subsidiary, Lorillard, Inc., has been subject to numerous claims for damages related to its cigarette business allegedly resulting from actions taken many years ago. In connection with the 2008 disposition of Lorillard, Lorillard indemnified the company from any and all claims relating to the operation of its business, including smoking and health claims. In light of this, the Compensation Committee determined that any charges of this nature would not be appropriate in determining performance-based income.
Any net income or loss attributable to changes in deferred income tax assets and liabilities resulting from a change in income tax rates in 2019		Several of Loews’s subsidiaries, by the nature of their business, recognize significant deferred income tax assets and liabilities, which have accumulated over many years. A change in the income tax rate could have a significant impact on these deferred tax items and on Loews’s net income since the impact in the year of this change would involve the entire historical balance of deferred tax assets or liabilities. The Compensation Committee determined to exclude this item since any change in income tax rates is, of course, unpredictable and not within the company’s control, and the resulting impact on net income and loss would not be a suitable indication of performance.
Any gain or loss on disposal of discontinued operations (but not income from operations of the discontinued operations)		The Compensation Committee determined to exclude both gains and losses from the disposal of discontinued operations in the belief that the results from a disposition, whether positive or negative, relate to the generally multi-year holding period of the asset disposed of, even though recognized in the year of disposal. Therefore, any such gains or losses could distort net income in the year of disposition.

At or Above Target	100% of PRSUs earned
At 50% to 100% of Target	Pro rata portion of PRSUs earned
Below 50% of Target	No PRSUs earned

Chief Executive Officer In making its determination regarding the grant and payment of an incentive compensation award for 2019 to our Chief Executive Officer, James S. Tisch, the Compensation Committee first considered the overall performance of the company and its principal subsidiaries. The Committee also considered, among other things, its compensation philosophy against excessive or unreasonable compensation levels and its emphasis on consistent, long-term, superior performance by the individual. Based on these considerations, at the beginning of 2019, the Compensation Committee modestly increased Mr. Tisch’s target bonus level, but did not increase his maximum bonus level for 2019. The Committee also retained negative discretion to reduce any award to what it determines is a reasonable level under the circumstances. The Compensation Committee evaluated Mr. Tisch’s performance in 2019 and during recent prior years, considering the overall state of the markets in which Loews and its subsidiaries operate and the financial markets generally. This is consistent with the Committee’s philosophy of evaluating performance over the longer term to encourage and reward long-term value creation and to discourage unreasonable risk-taking. The Committee considered Mr. Tisch’s ability to demonstrate leadership, maintain stability and encourage prudent growth, cost-cutting initiatives and other strategies at Loews and our subsidiaries, and to prudently allocate the company’s capital to take advantage of market opportunities and protect against known risks. The Compensation Committee noted the following accomplishments under Mr. Tisch’s leadership: ◾ Loews’s book value per share (excluding accumulated other comprehensive income) increased approximately 25% during the past five years; ◾ the company repurchased more than 21.5 million shares, or 6.9%, of its common stock in 2019 and has repurchased more than 83.3 million shares, or 22.3%, of its common stock over the past five years, while consistently maintaining a very strong liquidity position; and ◾ the leadership teams at Loews’s principal operating subsidiaries remained focused and motivated to drive the most value from their respective companies, helped in part by the leadership of the company’s Chief Executive Officer and our other named executive officers. As a result of these efforts, the underlying businesses of Loews’s subsidiaries have remained strong, even in certain challenging operating environments. For example: ◾ CNA has maintained an extremely strong capital position, which has allowed it to pay substantial dividends to its shareholders, including the company, in recent years; ◾ Diamond Offshore has been able to obtain new contracts despite the difficult environment presented by the protracted industry downturn; ◾ Boardwalk Pipelines has made important progress re-contracting expiring contracts, increased its operating results and decreased its leverage; ◾ Loews Hotels has continued to execute its long-term growth strategy and improve the operations of its portfolio of hotels and resorts; and ◾ Altium Packaging has grown through accretive acquisitions, diversifying its product mix.

Other Named Executive Officers (NEOs) Similar to our Chief Executive Officer, each of our other named executive officers was granted a cash incentive compensation award in the first quarter of 2019 that was paid in the first quarter of 2020. Consistent with the Compensation Committee’s philosophy of targeting overall compensation that does not fluctuate substantially year over year, the target levels for the awards for our other named executive officers, in the aggregate, did not change significantly compared to last year, and the maximum level for each other named executive officer was unchanged. In making its determination regarding the payment of these awards to these executives, the Compensation Committee considered many of the same factors described above that it considered for our Chief Executive Officer. Based on its evaluation of each executive’s performance, including the input and recommendation of the Chief Executive Officer, the Committee, in the first quarter of 2020, awarded each of these other named executive officers incentive compensation equal to their target amount for 2019.

PRSU Determination: Based on all factors reviewed, in the first quarter of 2019, the Committee awarded 18,795 PRSUs, representing a grant date value of $900,000, to each member of our Office of the President and 14,827 PRSUs, representing a grant date fair value of $710,000, to each of our other named executive officers. The grant date fair value for these awards for 2019 was unchanged from the grant date fair value of the PRSU awards made to our executive officers for 2018. For 2019, performance-based income amounted to $3.75 per share, resulting in 100% of these PRSUs being earned by each of our named executive officers in the first quarter of 2020; however, these PRSUs still remain subject to their time-vesting provisions, with 50% of these PRSUs vesting in 2021 and 50% vesting in 2022.

Year	Salary	Stock Awards	(1)	SAR Awards	(2)	Non-Equity Incentive Plan Compensation	( (3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	(4)	All Other Compensation		SEC Total	SEC Total Without Change in Pension Value	(5)
James S. Tisch President and Chief Executive Officer, Office of the President
2019	$975,000	$900,000		$15,001		$3,825,000		$3,574,257		$23,614	(6)(7)	$9,312,872	$5,738,615
2018	975,000	900,000		75,008		3,725,000		0		39,561		5,714,569	5,714,569
2017	975,000	900,000		168,332		3,600,000		792,894		91,547		6,527,773	5,734,879
David B. Edelson Senior Vice President and Chief Financial Officer
2019	975,000	710,000		0		3,625,000		610,744		16,200	(7)	5,936,944	5,326,200
2018	975,000	710,000		0		3,525,000		299,784		16,000		5,525,784	5,226,000
2017	975,000	710,000		0		3,400,000		473,923		24,350		5,583,273	5,109,350
Andrew H. Tisch Co-Chairman of the Board, Chairman of the Executive Committee, Office of the President
2019	975,000	900,000		15,001		2,725,000		2,663,868		26,958	(6)(7)	7,305,827	4,641,959
2018	975,000	900,000		29,153		2,525,000		0		37,436		4,466,589	4,466,589
2017	975,000	900,000		22,444		2,900,000		488,906		97,935		5,384,285	4,895,379
Jonathan M. Tisch Co-Chairman of the Board, Chairman and Chief Executive Officer of Loews Hotels, Office of the President
2019	975,000	900,000		0		3,100,000		2,970,145		43,643	(6)(7)	7,988,788	5,018,643
2018	975,000	900,000		0		3,000,000		0		40,214		4,915,214	4,915,214
2017	975,000	900,000		0		2,900,000		712,317		56,017		5,543,334	4,831,017
Kenneth I. Siegel Senior Vice President
2019	975,000	710,000		15,001		3,450,000		353,762		16,200	(7)	5,519,963	5,166,201
2018	975,000	710,000		29,153		3,250,000		249,413		16,000		5,229,566	4,980,153
2017	975,000	710,000		22,444		3,075,000		303,955		24,350		5,110,749	4,806,794

Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)				Closing Market Price on Date of Grant	Grant Date Fair Value of Stock and Options Awards
		Target	Maximum		Threshold	Target	Maximum
James S. Tisch
02/11/19					9,397.5	18,795	18,795		$44.56	$900,000
02/11/19		$3,825,000	$5,000,000
David B. Edelson
02/11/19					7,413.5	14,827	14,827		44.56	710,000
02/11/19		3,625,000	4,750,000
Andrew H. Tisch
02/11/19					9,397.5	18,795	18,795		44.56	900,000
02/11/19		2,725,000	4,000,000
Jonathan M. Tisch
02/11/19					9,397.5	18,795	18,795		44.56	900,000
02/11/19		3,100,000	4,500,000
Kenneth I. Siegel
02/11/19					7,413.5	14,827	14,827		44.56	710,000
02/11/19		3,450,000	4,500,000

Grant Date	Action Date	All Other Option/SAR Awards: Number of Securities Underlying Options/SARs	(1)	Exercise or Base Price of Option/SAR Awards	(2)	Closing Market Price on Date of Grant	(3)	Grant Date Fair Value of Stock and Option/SAR Awards
James S. Tisch
01/01/19	10/26/18	1,000		$9.54		$9.44		$3,723
04/01/19	10/26/18	1,000		10.49		11.24		4,034
07/01/19	10/26/18	1,000		8.69		9.03		4,105
10/01/19	10/26/18	1,000		5.54		5.22		3,139
Andrew H. Tisch
01/01/19	10/26/18	1,000		$9.54		$9.44		$3,723
04/01/19	10/26/18	1,000		10.49		11.24		4,034
07/01/19	10/26/18	1,000		8.69		9.03		4,105
10/01/19	10/26/18	1,000		5.54		5.22		3,139
Kenneth I. Siegel
01/01/19	10/26/18	1,000		$9.54		$9.44		$3,723
04/01/19	10/26/18	1,000		10.49		11.24		4,034
07/01/19	10/26/18	1,000		8.69		9.03		4,105
10/01/19	10/26/18	1,000		5.54		5.22		3,139

Option/SAR Awards (1)					Stock Awards (2)
Number of Securities Underlying Unexercised Options/SARs Exercisable	Number of Securities Underlying Unexercised Options/SARs Unexercisable	Options/SAR Exercise Price	Options/SAR Expiration Date		Number of Shares or Units of Stock that Have Not Vested	Market Value of Shares or Units of Stock that Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
James S. Tisch
15,000	0	37.92	01/12/20
15,000	0	37.26	01/12/20
15,000	0	33.12	01/12/20
15,000	0	37.82	01/12/20
15,000	0	39.81	01/11/21
15,000	0	43.14	01/11/21
15,000	0	42.02	01/11/21
15,000	0	35.04	01/11/21
15,000	0	37.86	01/10/22
15,000	0	39.41	01/10/22
15,000	0	39.80	01/10/22
15,000	0	41.14	01/10/22
15,000	0	41.93	01/08/23
15,000	0	43.89	01/08/23
15,000	0	44.44	01/08/23
15,000	0	46.99	01/08/23
15,000	0	46.58	01/14/24
15,000	0	43.37	01/14/24
15,000	0	43.83	01/14/24
15,000	0	41.98	01/14/24
15,000	0	40.46	01/09/25
15,000	0	40.61	01/09/25
15,000	0	38.46	01/09/25
15,000	0	35.52	01/09/25
					28,917	$1,517,858	18,795	$986,550

Option/SAR Awards (1)					Stock Awards (2)
Number of Securities Underlying Unexercised Options/SARs Exercisable	Number of Securities Underlying Unexercised Options/SARs Unexercisable	Options/SAR Exercise Price	Options/SAR Expiration Date		Number of Shares or Units of Stock that Have Not Vested	Market Value of Shares or Units of Stock that Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
David B. Edelson
11,250	0	39.81	01/11/21
11,250	0	43.14	01/11/21
11,250	0	42.02	01/11/21
11,250	0	35.04	01/11/21
11,250	0	37.86	01/10/22
11,250	0	39.41	01/10/22
11,250	0	39.80	01/10/22
11,250	0	41.14	01/10/22
11,250	0	41.93	01/08/23
11,250	0	43.89	01/08/23
11,250	0	44.44	01/08/23
11,250	0	46.99	01/08/23
11,250	0	46.58	01/14/24
11,250	0	43.37	01/14/24
11,250	0	43.83	01/14/24
11,250	0	41.98	01/14/24
11,250	0	40.46	01/09/25
11,250	0	40.61	01/09/25
11,250	0	38.46	01/09/25
11,250	0	35.52	01/09/25
					22,811	$1,197,363	14,827	$778,269

Option/SAR Awards (1)					Stock Awards (2)
Number of Securities Underlying Unexercised Options/SARs Exercisable	Number of Securities Underlying Unexercised Options/SARs Unexercisable	Options/SAR Exercise Price	Options/SAR Expiration Date		Number of Shares or Units of Stock that Have Not Vested	Market Value of Shares or Units of Stock that Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Andrew H. Tisch
15,000	0	37.92	01/12/20
15,000	0	37.26	01/12/20
15,000	0	33.12	01/12/20
15,000	0	37.82	01/12/20
15,000	0	39.81	01/11/21
15,000	0	43.14	01/11/21
15,000	0	42.02	01/11/21
15,000	0	35.04	01/11/21
15,000	0	37.86	01/10/22
15,000	0	39.41	01/10/22
15,000	0	39.80	01/10/22
15,000	0	41.14	01/10/22
15,000	0	41.93	01/08/23
15,000	0	43.89	01/08/23
15,000	0	44.44	01/08/23
15,000	0	46.99	01/08/23
15,000	0	46.58	01/14/24
15,000	0	43.37	01/14/24
15,000	0	43.83	01/14/24
15,000	0	41.98	01/14/24
15,000	0	40.46	01/09/25
15,000	0	40.61	01/09/25
15,000	0	38.46	01/09/25
15,000	0	35.52	01/09/25
					28,917	$1,517,858	18,795	$986,550

Option/SAR Awards (1)					Stock Awards (2)
Number of Securities Underlying Unexercised Options/SARs Exercisable	Number of Securities Underlying Unexercised Options/SARs Unexercisable	Options/SAR Exercise Price	Options/SAR Expiration Date		Number of Shares or Units of Stock that Have Not Vested	Market Value of Shares or Units of Stock that Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Jonathan M. Tisch
15,000	0	37.92	01/12/20
15,000	0	37.26	01/12/20
15,000	0	33.12	01/12/20
15,000	0	37.82	01/12/20
15,000	0	39.81	01/11/21
15,000	0	43.14	01/11/21
15,000	0	42.02	01/11/21
15,000	0	35.04	01/11/21
15,000	0	37.86	01/10/22
15,000	0	39.41	01/10/22
15,000	0	39.80	01/10/22
15,000	0	41.14	01/10/22
15,000	0	41.93	01/08/23
15,000	0	43.89	01/08/23
15,000	0	44.44	01/08/23
15,000	0	46.99	01/08/23
15,000	0	46.58	01/14/24
15,000	0	43.37	01/14/24
15,000	0	43.83	01/14/24
15,000	0	41.98	01/14/24
15,000	0	40.46	01/09/25
15,000	0	40.61	01/09/25
15,000	0	38.46	01/09/25
15,000	0	35.52	01/09/25
					28,917	$1,517,858	18,795	$986,550

Executive Compensation Tables

Option/SAR Awards (1)					Stock Awards (2)
Number of Securities Underlying Unexercised Options/SARs Exercisable	Number of Securities Underlying Unexercised Options/SARs Unexercisable	Options/SAR Exercise Price	Options/SAR Expiration Date		Number of Shares or Units of Stock that Have Not Vested	Market Value of Shares or Units of Stock that Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Kenneth I. Siegel
11,250	0	41.93	01/08/23
11,250	0	43.89	01/08/23
11,250	0	44.44	01/08/23
11,250	0	46.99	01/08/23
11,250	0	46.58	01/14/24
11,250	0	43.37	01/14/24
11,250	0	43.83	01/14/24
11,250	0	41.98	01/14/24
5,625	0	40.46	01/09/25
5,625	0	40.61	01/09/25
					22,811	$1,197,363	14,827	$778,269

Executive Compensation Tables

Option/SAR Awards (1)
Number of Securities Underlying Unexercised Options/SARs Exercisable	Number of Securities Underlying Unexercised Options/SARs Unexercisable	Options/SAR Exercise Price	Options/SAR Expiration Date

James S. Tisch
7,500	0	99.16	01/04/20
7,500	0	87.65	04/01/20
7,500	0	61.79	07/01/20
7,500	0	68.52	10/01/20
7,500	0	66.38	01/03/21
7,500	0	78.90	04/01/21
7,500	0	70.38	07/01/21
7,500	0	55.64	10/01/21
7,500	0	55.72	01/03/22
7,500	0	66.68	04/02/22
7,500	0	59.19	07/02/22
7,500	0	66.04	10/01/22
7,500	0	67.47	01/02/23
7,500	0	69.71	04/01/23
7,500	0	68.62	07/01/23
7,500	0	62.31	10/01/23
7,500	0	56.55	01/02/24
7,500	0	48.36	04/01/24
7,500	0	49.57	07/01/24
7,500	0	34.54	10/01/24
7,500	0	37.16	01/02/25
7,500	0	26.69	04/01/25
7,500	0	25.88	07/01/25
7,500	0	17.56	10/01/25
7,500	0	20.93	01/04/26
7,500	0	21.54	04/01/26
7,500	0	24.02	07/01/26
7,500	0	17.67	10/03/26
7,500	0	17.89	01/01/27
7,500	0	16.61	04/01/27
7,500	0	10.97	07/01/27
7,500	0	14.34	10/01/27
7,500	0	18.41	01/01/28
1,000	0	14.49	04/01/28
1,000	0	21.21	07/01/28
1,000	0	20.11	10/01/28
1,000	0	9.54	01/01/29
1,000	0	10.49	04/01/29
1,000	0	8.69	07/01/29
1,000	0	5.54	10/01/29

Option/SAR Awards (1)
Number of Securities Underlying Unexercised Options/SARs Exercisable	Number of Securities Underlying Unexercised Options/SARs Unexercisable	Options/SAR Exercise Price	Options/SAR Expiration Date

Andrew H. Tisch
500	0	$70.38	07/01/21
500	0	55.64	10/01/21
1,000	0	55.72	01/03/22
1,000	0	66.68	04/02/22
1,000	0	59.19	07/02/22
1,000	0	66.04	10/01/22
1,000	0	67.47	01/02/23
1,000	0	69.71	04/01/23
1,000	0	68.62	07/01/23
1,000	0	62.31	10/01/23
1,000	0	56.55	01/02/24
1,000	0	48.36	04/01/24
1,000	0	49.57	07/01/24
1,000	0	34.54	10/01/24
1,000	0	37.16	01/02/25
1,000	0	26.69	04/01/25
1,000	0	25.88	07/01/25
1,000	0	17.56	10/01/25
1,000	0	20.93	01/04/26
1,000	0	21.54	04/01/26
1,000	0	24.02	07/01/26
1,000	0	17.67	10/03/26
1,000	0	17.89	01/01/27
1,000	0	16.61	04/01/27
1,000	0	10.97	07/01/27
1,000	0	14.34	10/01/27
1,000	0	18.41	01/01/28
1,000	0	14.49	04/01/28
1,000	0	21.21	07/01/28
1,000	0	20.11	10/01/28
1,000	0	9.54	01/01/29
1,000	0	10.49	04/01/29
1,000	0	8.69	07/01/29
1,000	0	5.54	10/01/29

Option/SAR Awards (1)
Number of Securities Underlying Unexercised Options/SARs Exercisable	Number of Securities Underlying Unexercised Options/SARs Unexercisable	Options/SAR Exercise Price	Options/SAR Expiration Date

Kenneth I. Siegel
1,000	0	$48.36	04/01/24
1,000	0	49.57	07/01/24
1,000	0	34.54	10/01/24
1,000	0	37.16	01/02/25
1,000	0	26.69	04/01/25
1,000	0	25.88	07/01/25
1,000	0	17.56	10/01/25
1,000	0	20.93	01/04/26
1,000	0	21.54	04/01/26
1,000	0	24.02	07/01/26
1,000	0	17.67	10/03/26
1,000	0	17.89	01/01/27
1,000	0	16.61	04/01/27
1,000	0	10.97	07/01/27
1,000	0	14.34	10/01/27
1,000	0	18.41	01/01/28
1,000	0	14.49	04/01/28
1,000	0	21.21	07/01/28
1,000	0	20.11	10/01/28
1,000	0	9.54	01/01/29
1,000	0	10.49	04/01/29
1,000	0	8.69	07/01/29
1,000	0	5.54	10/01/29

	Option/SAR Awards			Stock/RSU Awards
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise		Number of Shares Acquired on Vesting	Value Realized on Vesting

James S. Tisch	22,916	$1,025,033		22,508	$1,053,262
David B. Edelson	30,713	1,476,874		17,898	837,632
Andrew H. Tisch	22,916	1,025,033		22,508	1,053,262
Jonathan M. Tisch	22,916	1,025,033		22,508	1,053,262
Kenneth I. Siegel	7,156	368,480		17,898	837,632

Name	Plan Name	Number of Years Credited Service	Present Value of Accumulated Benefit	(1)	Payments During Last Fiscal Year
James S. Tisch	Qualified Retirement Plan	42	$1,717,505		$0
	Benefit Equalization Plan	42	28,164,700		0
	Supplemental Benefit		1,428,753		0
David B. Edelson	Qualified Retirement Plan	14	271,370		0
	Benefit Equalization Plan	14	4,358,446		0
Andrew H. Tisch	Qualified Retirement Plan	46	1,749,505		0
	Benefit Equalization Plan	46	24,100,807		0
	Supplemental Benefit		1,437,381		0
Jonathan M. Tisch	Qualified Retirement Plan	40	1,436,327		0
	Benefit Equalization Plan	40	22,584,840		0
	Supplemental Benefit		1,428,753		0
Kenneth I. Siegel	Qualified Retirement Plan	10	96,118		0
	Benefit Equalization Plan	10	2,499,871		0

Name	Executive Contributions in Last Fiscal Year	Company Contributions in Last Fiscal Year	Aggregate Earnings in Last Fiscal Year		Aggregate Withdrawals/ Distributions	Aggregate Balance at Last Fiscal Year-End
David B. Edelson	$0	$0	$32,943	(1)	$0	$799,087	(2)

Name	Executive Contributions in Last Fiscal Year	Company Contributions in Last Fiscal Year	Aggregate Earnings in Last Fiscal Year	Aggregate Withdrawals/ Distributions	Aggregate Balance at Last Fiscal Year-End
David B. Edelson (1)	$176,250	$0	$77,808	$0	$570,701

(in thousands)	2019	2018
Audit Fees (1)	$20,007	$20,403
Audit Related Fees (2)	734	795
Tax Fees (3)	33	20
All Other Fees (4)	17	18
Total	$20,791	$21,236

Our Board recommends a vote FOR Proposal No. 3.

Walter L. Harris, Chairman
Ann E. Berman	Joseph L. Bower
Charles M. Diker	Paul J. Fribourg
Philip A. Laskawy

Our Board recommends a vote AGAINST Proposal No. 4.

Marc A. Alpert

Senior Vice President, General Counsel and Secretary

Dated: April 1, 2020