LPL Financial Holdings Inc. — Form 10-Q

LPL Financial Holdings Inc. filed a Second Amended and Restated Certificate of Incorporation (effective May 14, 2026) and Eighth Amended and Restated Bylaws. The certificate maintains the company's Delaware incorporation, authorizes 600M common shares and 75M preferred shares, and opts out of Delaware's Section 203 business-combination statute. The bylaws establish standard stockholder and board procedures, including advance notice requirements for director nominations (90–120 days before annual meetings), proxy access rights allowing 3%-owned stockholders holding for 3+ years to nominate up to 20% of directors, and director compensation of $335,000 annual retainer ($110,000 cash, $225,000 in restricted stock) plus committee fees. No material financial transactions, debt issuances, or operational changes are disclosed.