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
September 28, 2015
Date of report (date of earliest event reported)
LPL Financial Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-34963 | 20-3717839 |
(State or other jurisdictions of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Nos.) |
75 State Street
Boston MA 02109
(Address of principal executive offices) (Zip Code)
(617) 423-3644
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |
On September 28, 2015, Viet D. Dinh was elected as a director of LPL Financial Holdings Inc. (the “Company”) and as a member of the nominating and governance committee of the board of directors of the Company (the “Board”).
The Board has determined that Mr. Dinh is independent under applicable standards of the Nasdaq Stock Market and Securities and Exchange Commission.
Pursuant to the Company’s non-employee director compensation policy (the “Policy”), Mr. Dinh will be entitled to a pro-rated annual retainer. He will be granted restricted shares of the Company’s common stock (the “Common Stock) on October 1, 2015, in an amount to be determined under the Policy based on the closing price per share of the Common Stock on October 1, 2015. The restricted shares will be scheduled to vest in full on May 12, 2016. In lieu of the cash portion of his pro-rated annual retainer, Mr. Dinh made an election under the Policy to be issued unrestricted shares of Common Stock on October 1, 2015, in an amount to be determined under the Policy based on the closing price per share of the Common Stock on October 1, 2015.
Item 7.01 | Regulation FD Disclosure. | |
A copy of the press release issued by the Company in connection with Mr. Dinh’s election is furnished with this Form 8-K and attached hereto as Exhibit 99.1.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 | Financial Statements and Exhibits. | ||
(d) | Exhibits | ||
99.1 | Press Release dated September 28, 2015 (“LPL Financial Elects Viet Dinh to Board of Directors”) | ||
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/ David P. Bergers | |
Name: David P. Bergers | ||
Title: General Counsel | ||
Dated: September 28, 2015
Exhibit 99.1 | ||
 | ||
LPL FINANCIAL ELECTS VIET DINH TO BOARD OF DIRECTORS
Former U.S. Assistant Attorney General for Legal Policy Joins Firm’s Board Effective September 28
BOSTON - September 28, 2015 - LPL Financial LLC, the nation's largest independent broker-dealer*, a custodian for registered investment advisors (RIAs), and a wholly owned subsidiary of LPL Financial Holdings Inc. (NASDAQ: LPLA), today announced that Viet D. Dinh has been elected to the Board of Directors of LPL Financial Holdings Inc. Dinh will also serve on the Nominating and Governance Committee of the Board.
Dinh brings strong experience in transactional, compliance and corporate governance matters to LPL. He is currently a partner of Bancroft PLLC, a law and strategic consulting firm that he founded in 2003. Prior to that, he served as U.S. Assistant Attorney General for Legal Policy from 2001 to 2003.
“We are pleased to welcome Viet to the LPL Board,” said LPL Chairman and CEO Mark Casady. “Viet is an expert on corporate governance issues and has deep experience in counseling corporations and their leadership. His legal expertise and government experience will be great assets to the Board as the industry continues to navigate regulatory change.”
In addition to his duties at Bancroft PLLC, Dinh is also a Professional Lecturer in Law and Distinguished Lecturer in Government at Georgetown University, where he specializes in corporations and constitutional law. He also serves on the boards of Twenty-First Century Fox, Inc. and Revlon, Inc.
“I am pleased to accept the opportunity to join the LPL board,” said Dinh. “I strongly believe in LPL’s mission that objective guidance is a fundamental need for everyone, and I look forward to being able to play a role in ensuring that mission is met.”
*Based on total revenues, Financial Planning magazine, June 1996-2015
About LPL Financial
LPL Financial, a wholly owned subsidiary of LPL Financial Holdings Inc. (NASDAQ:LPLA), is a leader in the financial advice market and serves $486 billion in retail assets. The Company provides proprietary technology, comprehensive clearing and compliance services, practice management programs and training, and independent research to more than 14,100 independent financial advisors and more than 700 banks and credit unions. LPL Financial is the nation's largest independent broker-dealer since 1996 (based on total revenues, Financial Planning magazine, June 1996-2015), is one of the fastest growing RIA custodians with $112 billion in retail assets served, and acts as an independent consultant to over an estimated 40,000 retirement plans with an estimated $120 billion in retirement plan assets served, as of June 30, 2015. In addition, LPL Financial supports approximately 4,300 financial advisors licensed with insurance companies by providing customized clearing, advisory platforms, and technology solutions. LPL Financial and its affiliates have 3,385 employees with primary offices in Boston, Charlotte, and San Diego. For more information, please visit www.lpl.com.
Securities and Advisory Services offered through LPL Financial. A Registered Investment Advisor, Member FINRA/SIPC. LPL Financial and Bancroft PLLC are not affiliated entities.
# # #
LPLA-C
Media Contact | |
Lauren Hoyt-Williams | |
Phone: 980-321-1232 | |
Email: Lauren.Hoyt-Williams@lpl.com | |