--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-26-035566" form_type: "8-K" ticker: "LPLA" cik: "0001397911" company_name: "LPL Financial Holdings Inc." filed_at: "2026-05-15T20:11:20+00:00" generated_at: "2026-05-15T20:18:16.584544+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # LPL Financial adopts bylaw amendments and shareholders approve all proposals at 2026 annual meeting ## Summary - Board amended bylaws to align with Delaware law, clarify meeting postponement authority, and revise stockholder nomination procedures. - Shareholders elected all 11 director nominees, with votes ranging from 69.2M to 73.6M for. - Ratified Deloitte & Touche as auditor: 74.2M for, 2.7M against. - Advisory vote on executive compensation approved: 72.6M for, 1.1M against. - Three charter amendments passed: remove supermajority (73.7M for), officer exculpation (60.9M for), remove corp opportunities (73.7M for). ## SEC filing metadata - accession: 0001628280-26-035566 - form_type: 8-K - ticker: LPLA - cik: 0001397911 - company_name: LPL Financial Holdings Inc. - filed_at: 2026-05-15T20:11:20+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1397911/000162828026035566/0001628280-26-035566-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1397911/000162828026035566/lpla-20260514.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-26-035566 - JSON: https://secwatch.observer/filing/0001628280-26-035566.json - Plain text: https://secwatch.observer/filing/0001628280-26-035566.txt ## Key facts - Governance Changes LPL Financial Holdings Inc.: Stockholders approved an amendment and restatement of the Charter to eliminate supermajority voting requirements, eliminate obsolete provisions, and make certain non-substantive changes (effective 2026-05-14). - Change: charter amendment - Effective: 2026-05-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1397911/000162828026035566/0001628280-26-035566-index.htm - Governance Changes LPL Financial Holdings Inc.: The Board amended and restated the Seventh Amended and Restated Bylaws to adopt the Eighth Amended and Restated Bylaws, effective May 14, 2026, aligning with Delaware law, clarifying meeting postponement authority, codifying director qualification procedures, revising stockholder proposal requiremen (effective 2026-05-14). - Change: bylaw amendment - Effective: 2026-05-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1397911/000162828026035566/0001628280-26-035566-index.htm - Governance Changes LPL Financial Holdings Inc.: Stockholders approved amendments to the Charter to remove the corporate opportunities provision (effective 2026-05-14). - Change: charter amendment - Effective: 2026-05-14 source text: The stockholders approved the adoption of amendments to the Charter to remove the corporate opportunities provision of the Charter. evidence_url: https://www.sec.gov/Archives/edgar/data/1397911/000162828026035566/0001628280-26-035566-index.htm - Governance Changes LPL Financial Holdings Inc.: Stockholders approved amendments to the Charter to provide for officer exculpation to the fullest extent permitted by Delaware law (effective 2026-05-14). - Change: charter amendment - Effective: 2026-05-14 source text: The stockholders approved the adoption of amendments to the Charter to provide for officer exculpation to the fullest extent permitted by Delaware law. evidence_url: https://www.sec.gov/Archives/edgar/data/1397911/000162828026035566/0001628280-26-035566-index.htm - Shareholder Votes LPL Financial Holdings Inc. shareholders approved Ratification of the Appointment of Deloitte & Touche LLP at the 2026-05-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1397911/000162828026035566/0001628280-26-035566-index.htm - Shareholder Votes LPL Financial Holdings Inc. shareholders approved Election of Directors at the 2026-05-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-14 source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/1397911/000162828026035566/0001628280-26-035566-index.htm - Shareholder Votes LPL Financial Holdings Inc. shareholders approved Adoption of Charter Amendment to Provide for Officer Exculpation at the 2026-05-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1397911/000162828026035566/0001628280-26-035566-index.htm - Shareholder Votes LPL Financial Holdings Inc. shareholders approved Adoption of Charter Amendment to Remove Supermajority Voting Requirements at the 2026-05-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1397911/000162828026035566/0001628280-26-035566-index.htm - Shareholder Votes LPL Financial Holdings Inc. shareholders approved Advisory Vote on Named Executive Officer Compensation at the 2026-05-14 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1397911/000162828026035566/0001628280-26-035566-index.htm - Shareholder Votes LPL Financial Holdings Inc. shareholders approved Adoption of Charter Amendment to Remove the Corporate Opportunities Provision at the 2026-05-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1397911/000162828026035566/0001628280-26-035566-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.