LPL Financial Holdings Inc.
For the period ended May 14, 2026. Filed Apr 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2026 · Filed Apr 2, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
| LPL Financial Holdings Inc. | |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
LETTER FROM OUR BOARD
Dear Fellow Stockholders:
It is my pleasure to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of LPL Financial Holdings Inc. The meeting will be held on Thursday, May 14, 2026, at 8:00 a.m., local time, at our offices located at 1055 LPL Way, Fort Mill, South Carolina 29715. Holders of record of our common stock as of March 16, 2026 are entitled to notice of and to vote at the Annual Meeting. The Notice of Annual Meeting of Stockholders and the proxy statement that follow describe the business to be conducted at the meeting.
Consistent with our focus on sustainability, we are pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders through the internet. We believe this approach allows us to reduce the environmental impact of the Annual Meeting while expediting your receipt of these materials and lowering our costs of delivery. If you would like us to send you printed copies of our proxy statement and accompanying materials, we will be happy to do so upon your request at no charge. For more information, please refer to the Notice Regarding the Availability of Proxy Materials that we mailed to holders of record on or about April 2, 2026.
You are welcome to attend the Annual Meeting. However, even if you plan to attend, please vote your shares promptly to ensure they are represented at the meeting in the event you later decide not to attend in person. You may submit your proxy through the internet or by telephone, as described in the following materials, or if you request printed copies of these materials, by completing and signing the proxy card and returning it in the envelope provided. If you decide to attend the Annual Meeting and wish to change your proxy, you may do so automatically by voting at the meeting.
We ask you to RSVP if you intend to attend the annual meeting. Please refer to page 2 of the accompanying proxy statement for further information concerning attendance.
On behalf of the Board of Directors, I thank you for your continued support of LPL Financial Holdings Inc.
| Sincerely, | ||
| Your vote is very important. Please submit your proxy or voting instructions as soon as possible, whether or not you plan to attend the annual meeting. | James S. Putnam Chair |
|---|
2026 Proxy Statement
Notice of Annual Meeting of Stockholders
| TIME AND DATE 8:00 a.m., local time, on Thursday, May 14, 2026 | LOCATION LPL Financial Holdings Inc. 1055 LPL Way Fort Mill, South Carolina 29715 | RECORD DATE Stockholders of record as of 5:00 p.m., Eastern Time, on March 16, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting and any postponements or adjournments thereof. |
Items of Business
| 1 | Elect the 11 nominees named in the proxy statement to the Board of Directors of LPL Financial Holdings Inc. (the “Company”); |
| 2 | Ratify the appointment of Deloitte & Touche LLP by the Audit and Risk Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3 | Approve, in an advisory vote, the compensation paid to the Company’s named executive officers; |
| 4 | Adopt an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation, as amended (our “Charter”), to eliminate supermajority voting requirements, eliminate obsolete provisions and make certain non-substantive changes; |
| 5 | Adopt amendments to our Charter to provide for officer exculpation; |
| 6 | Adopt amendments to our Charter to remove the corporate opportunities provision; and |
| 7 | Consider and act upon any other business properly coming before the 2026 annual meeting of stockholders (the “Annual Meeting”) and at any adjournment or postponement thereof. |
Information relating to the matters to be considered and voted on at the Annual Meeting is set forth in the proxy statement accompanying this Notice, and the summaries of the proposed amendments to our Charter are hereby incorporated herein by reference.
2026 Proxy Statement
Your vote is important. Whether or not you plan to attend the meeting, please submit your proxy by following the instructions set forth in the following materials. You may vote your shares and submit a proxy through the internet or by telephone as described herein or, if you requested printed copies of these materials, by signing and returning a proxy card.
By Order of the Board of Directors,
Robert S. Hatfield III
Secretary
Fort Mill, South Carolina
Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on May 14, 2026: the proxy statement, the proxy card and LPL Financial Holdings Inc.’s 2025 Annual Report on Form 10-K are available at www.lpl.com. Additionally, in accordance with Securities and Exchange Commission rules, you may access these materials on the website indicated in the notice of internet availability of proxy materials.
2026 Proxy Statement
Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
| 2026 Annual Meeting of Stockholders | |
| TIME AND DATE 8:00 a.m., local time, on Thursday, May 14, 2026 | VOTING Stockholders as of the Record Date are entitled to one vote per share on each matter to be voted upon at the Annual Meeting. |
| LOCATION LPL Financial Holdings Inc. 1055 LPL Way Fort Mill, South Carolina 29715 RECORD DATE 5:00 p.m., Eastern Time,on March 16, 2026 | ENTRY We invite all stockholders to attend the Annual Meeting. If you attend the Annual Meeting, you will be required to present valid picture identification, such as a driver’s license or passport. If your shares are held in “street name,” you will also need to bring a brokerage account statement or letter from your broker, bank or other intermediary reflecting stock ownership as of the Record Date in order to be admitted to the Annual Meeting. |
2026 Proxy Statement
Voting Proposals
| Proposal · Board Recommendation · Page Reference | |||
|---|---|---|---|
| 1 | Election of Directors | FOR allnominees | 8 |
| 2 | Ratification of the Appointment of Deloitte & Touche LLP by the Audit and Risk Committee of the Board of Directors as Our Independent Registered Public Accounting Firm | FOR | 82 |
| 3 | Approval, in an Advisory Vote, of the Compensation Paid to Our Named Executive Officers | FOR | 85 |
| 4 | Adoption of an Amendment and Restatement of Our Charter to Eliminate Supermajority Voting Requirements, Eliminate Obsolete Provisions and Make Certain Non-Substantive Changes | FOR | 87 |
| 5 | Adoption of Amendments to Our Charter to Provide for Officer Exculpation | FOR | 89 |
| 6 | Adoption of Amendments to Our Charter to Remove the Corporate Opportunities Provision | FOR | 91 |
2026 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.