| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 5, 2021, the stockholders of LPL Financial Holdings Inc. (the “Company”) approved the LPL Financial Holdings Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). The material terms of the 2021 Plan are summarized on pages 70-74 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 22, 2021 (the “Proxy Statement”), which description is incorporated by reference. The description of the 2021 Plan is qualified in its entirety by reference to the actual terms of the 2021 Plan, which is attached to this Current Report on Form 8-K as Exhibit 10.1.
In addition, on May 5, 2021, the stockholders of the Company approved the LPL Financial Holdings Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The material terms of the 2021 ESPP are summarized on pages 75-77 of the Proxy Statement, which description is incorporated by reference. The description of the 2021 ESPP is qualified in its entirety by reference to the actual terms of the 2021 ESPP, which is attached to this Current Report on Form 8-K as Exhibit 10.2.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2021 annual meeting of stockholders (the “Annual Meeting”) on May 5, 2021. 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 2022 annual meeting of stockholders:
| | | | | | | | |
| Nominee | | Votes For | | Votes Against | | Abstentions | | Broker Non- Votes |
| Dan H. Arnold | | 70,639,402 | | 194,902 | | 86,222 | | 3,163,539 |
| Edward C. Bernard | | 70,683,792 | | 181,826 | | 54,908 | | 3,163,539 |
| H. Paulett Eberhart | | 68,669,084 | | 2,197,227 | | 54,215 | | 3,163,539 |
| William F. Glavin, Jr. | | 70,542,476 | | 323,203 | | 54,847 | | 3,163,539 |
| Allison H. Mnookin | | 70,483,391 | | 382,913 | | 54,222 | | 3,163,539 |
| Anne M. Mulcahy | | 69,076,185 | | 1,790,268 | | 54,073 | | 3,163,539 |
| James S. Putnam | | 69,351,186 | | 1,514,538 | | 54,802 | | 3,163,539 |
| Richard P. Schifter | | 68,763,213 | | 2,101,382 | | 55,931 | | 3,163,539 |
| Corey E. Thomas | | 70,684,037 | | 181,592 | | 54,897 | | 3,163,539 |
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. 72,964,507 shares voted for the proposal; 1,066,977 shares voted against the proposal; and 52,581 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 Proxy Statement. 70,129,199 shares voted for the proposal; 673,864 shares voted against the proposal; and 117,463 shares abstained from voting on the proposal. There were 3,163,539 broker non-votes on the proposal.
