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 9, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdictions of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (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 registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.07 | Submission of Matters to a Vote of Security Holders. | |||||||
The Company held its 2024 annual meeting of stockholders (the “Annual Meeting”) on May 9, 2024. 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 ten nominees to serve as directors of the Company for a term to end at the 2025 annual meeting of stockholders:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Dan H. Arnold | 66,582,976 | 309,869 | 16,988 | 3,695,473 | ||||||||||
| Edward C. Bernard | 66,769,575 | 117,492 | 22,766 | 3,695,473 | ||||||||||
| H. Paulett Eberhart | 65,571,202 | 1,314,441 | 24,190 | 3,695,473 | ||||||||||
| William F. Glavin, Jr. | 65,937,030 | 872,400 | 100,403 | 3,695,473 | ||||||||||
| Albert J. Ko | 66,778,317 | 110,061 | 21,455 | 3,695,473 | ||||||||||
| Allison H. Mnookin | 65,455,849 | 1,434,155 | 19,829 | 3,695,473 | ||||||||||
| Anne M. Mulcahy | 64,557,462 | 2,333,598 | 18,773 | 3,695,473 | ||||||||||
| James S. Putnam | 64,645,095 | 2,247,964 | 16,774 | 3,695,473 | ||||||||||
| Richard P. Schifter | 62,854,447 | 4,031,402 | 23,984 | 3,695,473 | ||||||||||
| Corey E. Thomas | 65,946,231 | 865,556 | 98,046 | 3,695,473 | ||||||||||
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. 68,433,699 shares voted for the proposal; 2,157,403 shares voted against the proposal; and 14,204 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 March 28, 2024 relating to the Annual Meeting. 64,656,343 shares voted for the proposal; 2,225,660 shares voted against the proposal; and 27,830 shares abstained from voting on the proposal. There were 3,695,473 broker non-votes on the proposal.
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/ Gregory M. Woods | |||||||
| Name: Gregory M. Woods | ||||||||
| Title: Secretary | ||||||||
Dated: May 10, 2024