UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 15, 2024, the Board of Directors (the “Board”) of LPL Financial Holdings Inc. (the “Company”) amended and restated the Company’s Sixth Amended and Restated Bylaws in connection with (i) the effectiveness of the rules of the Securities and Exchange Commission regarding universal proxy cards and (ii) amendments to the Delaware General Corporation Law (the “DGCL”).
The amendments, which followed a routine review of the Company’s corporate governance policies and practices, revise (i) Section 1.2 of the bylaws to address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including providing (a) that stockholders must include in an advance notice of a director nomination, among other things, a statement as to such stockholder’s intention to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act, (b) that, if any stockholder provides notice of intent to solicit proxies pursuant to Rule 14a-19 under the Exchange Act, (1) the Company will disregard any proxies or votes solicited for such stockholder’s nominee(s) if such stockholder subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act and (2) upon request by the Company, such stockholder must provide no later than five business days prior to the applicable meeting, reasonable evidence that such stockholder has met the requirements of Rule 14a-19(a)(3) under the Exchange Act, (c) that the Company may require any proposed nominee to furnish information reasonably requested to determine the independence, or lack thereof, of the nominee, and (d) for the avoidance of doubt, that the Company is not required to include in its proxy materials any additional or substitute nominations after the expiration of the time periods set forth in the bylaws, (ii) Section 1.4 of the bylaws to provide that communications regarding meeting adjournments are provided in accordance with the DGCL, (iii) Section 1.8 of the bylaws to provide that the white color proxy card is reserved for exclusive use by the Company and (iv) Section 1.11 of the bylaws to eliminate the requirement of having a stockholder list available at a stockholder meeting.
In addition to the amendments 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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Seventh Amended and Restated Bylaws of LPL Financial Holdings Inc., effective February 15, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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. | ||||||
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By: | /s/ Gregory M. Woods | |||
| Name: Gregory M. Woods | ||||||
| Title: Secretary | ||||||
Dated: February 20, 2024