17 unchanged sentences
LPL Financial Holdings Inc.
−Removed: San Diego, California
Opinion on Internal Control over Financial Reporting
22 unchanged sentences
February 23, 2023
+Added: T a b l e o f C o n t e n t s
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
−Removed: Other than the information relating to our executive officers provided in Part I of this Annual Report on Form 10-K, the information required to be furnished pursuant to this item is incorporated by reference to the Company’s definitive proxy statement for the 2022 Annual Meeting of Stockholders, which the Company intends to file with the SEC within 120 days of the end of the fiscal year end to which this report relates.
+Added: Other than the information relating to our executive officers provided in Part I of this Annual Report on Form 10-K, the information required to be furnished pursuant to this item is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which the Company intends to file with the SEC within 120 days of the fiscal year ended December 31, 2022.
Items 11, 12, 13 and 14.
−Removed: The information required by Items 11, 12, 13 and 14 is incorporated by reference to the Company’s definitive proxy statement for the 2022 Annual Meeting of Stockholders, which the Company intends to file with the SEC within 120 days of the end of the fiscal year end to which this report relates.
+Added: The information required by Items 11, 12, 13 and 14 is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which the Company intends to file with the SEC within 120 days of the fiscal year ended December 31, 2022.
Exhibits and Financial Statement Schedules
9 unchanged sentences
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of LPL Financial Holdings Inc., dated May 8, 2014 (incorporated by reference to the Form 8-K filed on May 9, 2014, File No.
−Removed: 3.4 Fifth Amended and Restated Bylaws of LPL Financial Holdings Inc.
−Removed: (incorporated by reference to the Form 8-K filed on March 12, 2014, File No.
−Removed: 4.1 Indenture, dated as of March 10, 2017, by and among LPL Holdings, Inc., the Guarantors listed thereto and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to the Form 8-K filed on March 10, 2017, File No.
−Removed: 4.2 First Supplemental Indenture, dated as of September 21, 2017, among LPL Holdings, Inc., certain subsidiaries of the Company as Guarantors and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to the Form 8-K filed on September 21, 2017, File No.
+Added: 3.4 Sixth Amended and Restated Bylaws of LPL Financial Holdings Inc.
+Added: (incorporated by reference to the Form 8-K filed on February 23, 2022, File No.
4.1 Indenture, dated as of November 12, 2019, among LPL Holdings, U.S.
Bank National Association, as trustee, and certain subsidiaries of LPL Holdings, as guarantors (incorporated by reference to the Form 8-K filed on November 12, 2019, File No.
−Removed: 4.4 Description of Registrant’s Securities (incorporated by reference to the Form 10-K filed on February 21, 2020 File No.
+Added: 4.2 Indenture, dated as of March 15, 2021, among LPL Holdings, U.S.
+Added: Bank National Association, as trustee, and certain subsidiaries of LPL Holdings, as guarantors (incorporated by reference to the Form 8-K filed on March 15, 2021, File No.
+Added: 4.3 Indenture, dated as of May 18, 2021, among LPL Holdings, U.S.
+Added: Bank National Association, as trustee, and certain subsidiaries of LPL Holdings, as guarantors (incorporated by reference to the Form 8-K filed on May 18, 2021, File No.
+Added: 4.4 Description of Registrant’s Securities.*
10.1 Form of Indemnification Agreement (incorporated by reference to Amendment No.
3 unchanged sentences
2 to the Registration Statement on Form S-1 filed on July 9, 2010, File No.
+Added: T a b l e o f C o n t e n t s
Description of Exhibit
4 unchanged sentences
10.5 Form of Employee Stock Option Award granted under the LPL Financial Holdings Inc.
−Removed: 2010 Omnibus Equity Incentive Plan (incorporated by reference to the Fo rm 10-K filed on February 26, 2014, File No.
+Added: 2010 Omnibus Equity Incentive Plan (incorporated by reference to the Form 10-K filed on February 26, 2014, File No.
10.6 Amended and Restated LPL Financial Holdings Inc.
7 unchanged sentences
10.10 LPL Financial Holdings Inc.
−Removed: 2012 Employee Stock Purchase Plan, as amended and restated, effective as of October 29 , 2019 (incorporated by reference to the Form 10-K filed on February 23, 2021, File No.
−Removed: 10.11 LPL Financial Holdings Inc.
2021 Omnibus Equity Incentive Plan (incorporated by reference to the Form 8-K filed on May 5, 2021, File No.
3 unchanged sentences
2021 Omnibus Equity Incentive Plan (incorporated by reference to the Form 10-Q filed on August 3, 2021, File No.
+Added: 10.13 Form of Employee Restricted Stock Unit Award granted under the LPL Financial Holdings Inc.
+Added: 2021 Omnibus Equity Incentive Plan, as amended February 6, 2023.*
10.14 Form of Employee Performance Stock Unit Award granted under the LPL Financial Holdings Inc.
1 unchanged sentence
10.15 LPL Financial Holdings Inc.
−Removed: Non-Employee Director Compensation Policy (incorporated by reference to the Form 10-K filed on February 21, 2020 File No.
−Removed: 10.16 LPL Financial Holdings Inc.
−Removed: Non-Employee Director Deferred Compensation Plan (incorporated by reference to the Form 10-K filed on February 25, 2016, File No.
−Removed: 10.17 LPL Financial Holdings Inc.
−Removed: Non-Employee Director Deferred Compensation Plan, as amended May 5, 2021.
+Added: Non-Employee Director Deferred Compensation Plan, as amended May 5, 2021 (incorporated by reference to the Form 10-K filed on February 22, 2022, File No.
10.16 LPL Financial Holdings Inc.
−Removed: Non-Employee Director Compensation Policy, as amended May 5, 2021.*
+Added: Non-Employee Director Compensation Policy, as amended May 18, 2022 (incorporated by reference to the Form 10-Q filed on August 4, 2022, File No.
10.17 LPL Financial LLC Executive Severance Plan, amended and restated as of February 23, 2017 (incorporated by reference to the Form 10-K filed on February 24, 2017, File No.
−Removed: 10.20 Leave Letter Agreement between LPL Financial LLC and Scott Seese, dated February 25, 2021 (incorporated by reference to the Form 10-Q filed on November 2, 2021, File No.
−Removed: 10.21 Credit Agreement, dated as of March 29, 2012, by and among LPL Investment Holdings Inc., LPL Holdings, Inc., the several lenders from time to time party thereto, and Bank of America, N.A.
−Removed: as Administrative Agent Collateral Agent, Letter of Credit Issuer, and Swingline Lender (incorporated by reference to the Form 8-K filed on April 2, 2012, File No.
−Removed: Description of Exhibit
−Removed: 10.22 First Amendment and Incremental Assumption Agreement, dated as of May 13, 2013, by and among LPL Financial Holdings Inc., LPL Holdings, Inc., certain subsidiaries of the Company, as Guarantors, the several lenders from time to time party thereto, and Bank of America, N.A.
−Removed: as Administrative Agent (incorporated by reference to the Form 8-K filed on May 13, 2013, File No.
−Removed: 10.23 Second Amendment, Extension and Incremental Assumption Agreement, dated as of October 1, 2014, by and among LPL Financial Holdings Inc., LPL Holdings, Inc., certain subsidiaries of the Company as Guarantors, the lenders and additional lenders party thereto, Bank of America, N.A.
−Removed: as Administrative Agent and Current Agent and JP Morgan Chase Bank, N.A., as Future Agent (incorporated by reference to the Form 10-Q filed on October 30, 2014, File No.
−Removed: 10.24 Third Amendment, Extension, and Incremental Assumption Agreement, dated as of November 20, 2015 by and among LPL Financial Holdings Inc., LPL Holdings, Inc., certain subsidiaries of the Company, as Guarantors, the lenders and additional lenders party thereto, and JPMorgan Chase Bank, N.A.
−Removed: as Administrative Agent (incorporated by reference to the Form 10-K filed on February 25, 2016, File No.
10.18 Fourth Amendment Agreement, dated as of March 10, 2017, among LPL Financial Holdings Inc., LPL Holdings, Inc., certain subsidiaries of the Company, as Guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., JPMorgan Chase bank, N.A.
7 unchanged sentences
and Goldman Sachs Bank USA, as Swingline Lenders (incorporated by reference to the Form 8-K filed on September 21, 2017, File No.
+Added: T a b l e o f C o n t e n t s
+Added: Description of Exhibit
10.21 Third Amendment, dated as of April 25, 2019, among LPL Financial Holdings Inc., LPL Holdings Inc., certain subsidiaries of the Company, as Guarantors, the incremental lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., JPMorgan Chase Bank, N.A.
14 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
−Removed: Description of Exhibit
101.SCH Inline XBRL Taxonomy Extension Schema*
10 unchanged sentences
Form 10-K Summary
+Added: T a b l e o f C o n t e n t s
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
2 unchanged sentences
February 23, 2023
+Added: T a b l e o f C o n t e n t s
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
5 unchanged sentences
Simonich Chief Accounting Officer (Principal Accounting Officer) February 23, 2023
−Removed: /s/ Edward Bernard
−Removed: Edward Bernard Director February 22, 2022
+Added: /s/ Edward C.
+Added: Bernard Director February 23, 2023
/s/ Paulett Eberhart
2 unchanged sentences
Director February 23, 2023
−Removed: /s/ Allison Mnookin
−Removed: Allison Mnookin Director February 22, 2022
+Added: /s/ Albert J.
+Added: Ko Director February 23, 2023
+Added: /s/ Allison H.
+Added: Mnookin Director February 23, 2023
Mulcahy Director February 23, 2023
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.