LPL Financial adopts bylaw amendments and shareholders approve all proposals at 2026 annual meeting

The stockholders approved the adoption of an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to eliminate supermajority voting requirements, eliminate obsolete provisions and make certain non-substantive changes.

On May 14, 2026, the Board of Directors (the “Board”) of LPL Financial Holdings Inc. (the “Company”) amended and restated the Company’s Seventh Amended and Restated Bylaws (as so amended and restated, the “Eighth Amended and Restated Bylaws”). The Eighth Amended and Restated Bylaws are effective as of May 14, 2026.

The stockholders approved the adoption of amendments to the Charter to remove the corporate opportunities provision of the Charter.

The stockholders approved the adoption of amendments to the Charter to provide for officer exculpation to the fullest extent permitted by Delaware law.

Ratification of the Appointment of Deloitte & Touche LLP . The stockholders ratified the appointment of Deloitte & Touche LLP by the audit and risk committee of the Board as the Company’s independent registered public accounting firm for the current fiscal year. 74,181,254 shares voted for the proposal; 2,709,657 shares voted against the proposal; and 10,704 shares abstained from voting on the proposal. There were no broker non-votes on the proposal.

Election of Directors. By the vote reported below, the stockholders elected the following eleven nominees to serve as directors of the Company for a term to end at the 2027 annual meeting of stockholders:

Adoption of Charter Amendment to Provide for Officer Exculpation . The stockholders approved the adoption of amendments to the Charter to provide for officer exculpation to the fullest extent permitted by Delaware law. 60,866,391 shares voted for the proposal; 12,880,740 shares voted against the proposal; and 36,104 shares abstained from voting on the proposal. There were 3,118,380 broker non-votes on the proposal.

Adoption of Charter Amendment to Remove Supermajority Voting Requirements . The stockholders approved the adoption of an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to eliminate supermajority voting requirements, eliminate obsolete provisions and make certain non-substantive changes. 73,659,958 shares voted for the proposal; 111,047 shares voted against the proposal; and 12,230 shares abstained from voting on the proposal. There were 3,118,380 broker non-votes on the proposal.

Advisory Vote on Named Executive Officer Compensation . The stockholders approved, on an advisory, non-binding basis, the compensation paid to the named executive officers of the Company, as disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 2, 2026 relating to the Annual Meeting. 72,623,489 shares voted for the proposal; 1,117,499 shares voted against the proposal; and 42,247 shares abstained from voting on the proposal. There were 3,118,380 broker non-votes on the proposal.

Adoption of Charter Amendment to Remove the Corporate Opportunities Provision . The stockholders approved the adoption of amendments to the Charter to remove the corporate opportunities provision of the Charter. 73,656,924 shares voted for the proposal; 102,896 shares voted against the proposal; and 23,415 shares abstained from voting on the proposal. There were 3,118,380 broker non-votes on the proposal.