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Form 8-K LPL Financial Holdings For: May 18

May 18, 2022 4:48 PM EDT
lpla-20220518
5/18/20220001397911false00013979112022-05-182022-05-18



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 18, 2022
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 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 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 5.07Submission of Matters to a Vote of Security Holders.
The Company held its 2022 annual meeting of stockholders (the “Annual Meeting”) on May 18, 2022. 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 nine nominees to serve as directors of the Company for a term to end at the 2023 annual meeting of stockholders:

NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Dan H. Arnold72,575,254144,1369,7622,436,120
Edward C. Bernard72,449,626225,42854,0982,436,120
H. Paulett Eberhart71,577,2221,098,55853,3722,436,120
William F. Glavin, Jr.72,020,390656,34152,4212,436,120
Allison H. Mnookin72,117,190561,17450,7882,436,120
Anne M. Mulcahy70,708,6821,968,62451,8462,436,120
James S. Putnam70,336,8532,381,92710,3722,436,120
Richard P. Schifter69,463,1783,251,88414,0902,436,120
Corey E. Thomas67,451,7565,221,95255,4442,436,120

2. Ratification of the Appointment of Deloitte & Touche LLP. The stockholders ratified the appointment of Deloitte & Touche LLP by the audit committee of the Company’s board of directors as the Company’s independent registered public accounting firm for the current fiscal year. 73,139,328 shares voted for the proposal; 2,000,483 shares voted against the proposal; and 25,461 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 Securities and Exchange Commission on April 8, 2022 relating to the Annual Meeting. 71,210,875 shares voted for the proposal; 1,428,031 shares voted against the proposal; and 90,246 shares abstained from voting on the proposal. There were 2,436,120 broker non-votes on the proposal.

Item 8.01Other Events.
On May 18, 2022, the Company’s board of directors declared a cash dividend of $0.25 per share on the Company's outstanding common stock to be paid on June 24, 2022 to all stockholders of record on June 9, 2022.



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 18, 2022

    




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