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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 16, 2022
LPL Financial Holdings Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-34963 | 20-3717839 |
| (State or other jurisdictions of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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4707 Executive Drive, | San Diego, | California | 92121 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock - par value $0.001 per share | LPLA | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On February 16, 2022, the Board of Directors (the “Board”) of LPL Financial Holdings Inc. (the “Company”) amended and restated the Company’s Fifth Amended and Restated Bylaws to implement proxy access.
The amendments, which followed a routine review of the Company’s corporate governance policies and practices, add a new Section 1.12 to the bylaws. Subsequent to the Company’s 2022 annual meeting of stockholders, the bylaws will permit a stockholder, or a group of up to 20 stockholders, that has owned at least three percent of the issued and outstanding common stock of the Company continuously for the preceding three years to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of two directors or twenty percent of the Board, provided that the stockholders and nominees satisfy the requirements specified in the bylaws.
In addition to the amendment described above, the Board also adopted clarifying and conforming changes to other sections of the bylaws.
The foregoing summary is qualified in its entirety by the full text of the amended and restated bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | | Exhibits |
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| 3.1 | | | |
| 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| LPL FINANCIAL HOLDINGS INC. |
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| By: | /s/ Gregory M. Woods |
| Name: Gregory M. Woods |
| Title: Secretary |
Dated: February 23, 2022