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LPL Financial (LPLA) shareholders approve charter changes and new bylaws

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

LPL Financial Holdings Inc. reported governance changes and voting results from its 2026 annual stockholder meeting. The Board adopted Eighth Amended and Restated Bylaws effective May 14, 2026, updating procedures for meetings, director qualifications, stockholder nominations, and emergency operations under Delaware law.

Stockholders elected eleven directors for terms ending at the 2027 annual meeting, ratified Deloitte & Touche LLP as auditor, and approved named executive officer compensation on an advisory basis. They also approved amendments to the Charter to remove supermajority voting requirements, add officer exculpation to the fullest extent permitted by Delaware law, and delete the corporate opportunities provision.

Positive

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Negative

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Insights

LPL shareholders back broad charter and bylaw updates.

The company’s board updated bylaws and stockholders approved several charter amendments, signaling an incremental but meaningful refresh of the governance framework. Key areas include director nomination procedures, meeting controls, and emergency governance aligned with Delaware corporate law.

Stockholders strongly supported eliminating supermajority voting and removing an existing corporate opportunities provision, while officer exculpation drew comparatively higher opposition yet still passed. Future proxy materials and filings will show how these structural changes influence board practices and stockholder engagement over time.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Bylaw effectiveness date May 14, 2026 Eighth Amended and Restated Bylaws effective date
Auditor ratification for votes 74,181,254 shares Shares voting for Deloitte & Touche LLP
Say-on-pay for votes 72,623,489 shares Shares voting for named executive officer compensation
Supermajority removal for votes 73,659,958 shares Shares voting for eliminating supermajority voting requirements
Officer exculpation for votes 60,866,391 shares Shares voting for officer exculpation charter amendment
Corporate opportunities removal for votes 73,656,924 shares Shares voting for removing corporate opportunities provision
Largest director votes for 73,619,735 shares Votes for director nominee Albert J. Ko
Broker non-votes on key items 3,118,380 shares Broker non-votes on several stockholder proposals
Eighth Amended and Restated Bylaws regulatory
"The Board amended and restated the Company’s Seventh Amended and Restated Bylaws (as so amended and restated, the “Eighth Amended and Restated Bylaws”)."
supermajority voting requirements regulatory
"The stockholders approved the adoption of an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation ... to eliminate supermajority voting requirements."
officer exculpation regulatory
"The stockholders approved the adoption of amendments to the Charter to provide for officer exculpation to the fullest extent permitted by Delaware law."
A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.
corporate opportunities provision regulatory
"The stockholders approved the adoption of amendments to the Charter to remove the corporate opportunities provision of the Charter."
broker non-votes financial
"There were 3,118,380 broker non-votes on the proposal."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"The stockholders ratified the appointment of Deloitte & Touche LLP ... as the Company’s independent registered public accounting firm for the current fiscal year."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
5/14/2026000139791112/31false00013979112026-05-142026-05-14



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): May 14, 2026
LPL Financial Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3496320-3717839
(State or other jurisdictions of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
4707 Executive Drive,
San Diego,
California
92121
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code:
(800)877-7210
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 registrant 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock - par value $0.001 per shareLPLAThe 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. ☐



Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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 amendments: (i) align the Company’s bylaws with developments in Delaware law and jurisprudence; (ii) clarify the Board’s authority to postpone, reschedule or cancel any annual or special meeting of stockholders previously scheduled by the Board; (iii) codify certain procedures on director qualifications; (iv) revise the procedural and disclosure requirements applicable to stockholders’ director nominations and proposals for other business; (v) clarify the powers of the Board and the chair of a stockholder meeting to regulate conduct at a meeting; and (vi) add bylaws allowing the Board to operate with reduced procedural requirements during an emergency, as defined in the Delaware General Corporation Law. The Eighth Amended and Restated Bylaws also implement certain other ministerial and conforming changes.

The foregoing description does not purport to be complete and is qualified in its entirety by the complete text of the Eighth Amended and Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference
Item 5.07Submission of Matters to a Vote of Security Holders.
The Company held its 2026 annual meeting of stockholders (the “Annual Meeting”) on May 14, 2026. The stockholders of the Company considered and acted upon the following proposals at the Annual Meeting:

1. 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:

NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Edward C. Bernard73,572,761187,83822,6363,118,380
H. Paulett Eberhart70,860,9732,904,70017,5623,118,380
William F. Gavin Jr.72,500,3341,130,779152,1223,118,380
Somesh Khanna73,391,613228,822162,8003,118,380
Albert J. Ko73,619,735139,07624,4243,118,380
Allison H. Mnookin72,609,1131,149,17924,9433,118,380
Anne M. Mulcahy69,201,1014,559,79122,3433,118,380
James S. Putnam71,980,0891,792,02311,1233,118,380
Richard P. Schifter71,700,0452,058,12825,0623,118,380
Richard Steinmeier73,390,461378,84013,9343,118,380
Corey E. Thomas72,717,848913,565151,8223,118,380

2. 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.

3. 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.

4. 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.



5. 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.

6. 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
Description
3.1
Eighth Amended and Restated Bylaws of LPL Financial Holdings Inc.


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.

LPL FINANCIAL HOLDINGS INC.
By:/s/ Robert S. Hatfield III
Name: Robert S. Hatfield III
Title: Secretary


Dated: May 15, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did LPL Financial (LPLA) make on May 14, 2026?

LPL Financial’s board adopted Eighth Amended and Restated Bylaws effective May 14, 2026, refining director qualifications, stockholder nomination and meeting procedures, clarifying meeting conduct authority, and adding emergency governance provisions consistent with Delaware General Corporation Law.

Which charter amendments did LPL Financial (LPLA) stockholders approve in 2026?

Stockholders approved charter amendments eliminating supermajority voting requirements, adding officer exculpation to the fullest extent permitted by Delaware law, eliminating obsolete provisions, and removing the corporate opportunities provision, with each proposal receiving substantial support based on the reported vote totals.

Did LPL Financial (LPLA) stockholders approve executive compensation in 2026?

Yes. Stockholders approved, on an advisory and non-binding basis, compensation for LPL Financial’s named executive officers, with 72,623,489 shares voting for, 1,117,499 against, 42,247 abstentions, and 3,118,380 broker non-votes recorded on the proposal.

Who was elected to LPL Financial’s (LPLA) board at the 2026 annual meeting?

Eleven nominees, including Edward C. Bernard, H. Paulett Eberhart, William F. Gavin Jr., Somesh Khanna, Albert J. Ko, Allison H. Mnookin, Anne M. Mulcahy, and others, were elected to serve as directors until the 2027 annual meeting, each receiving a majority of votes cast.

Which audit firm did LPL Financial (LPLA) stockholders ratify for the current fiscal year?

Stockholders ratified Deloitte & Touche LLP as LPL Financial’s independent registered public accounting firm for the current fiscal year, with 74,181,254 shares voting for, 2,709,657 against, and 10,704 abstaining, and no broker non-votes reported on the proposal.

Filing Exhibits & Attachments

4 documents

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