SEC Comment Letter for LPL Financial Holdings Inc. (LPLA) (CIK 0001397911) (LPLA) — Mar 31, 2014
LPL Financial Holdings Inc. (LPLA) (CIK 0001397911)
Date: March 31, 2014 · CIK: 0001397911 · Accession: 0000000000-14-015763
AI Filing Summary & Sentiment
Referenced dates: March 18, 2014
Letter
March 25, 2014 Via E -mail Gregory M. Woods Executive Vice President, Deputy General Counsel LPL Financial Holdings Inc. 75 State Street Boston, Massachusetts 02109
Re: LPL Financial Holdings Inc. Preliminary Proxy Statement on Schedule 14A Filed March 12, 2014 Response dated March 20, 2014 File No. 1-34963
Dear Mr. Woods :
We have reviewed your correspondence dated March 20, 2014, and we have the following additional comment.
1. We note your response to our comment in ou r letter dated March 18, 2014. We continue to believe that the proposal entails separate matters and should be unbundled into two proposals , so that shareholders have an opportunity to communicate to the board of directors their views on each separate matter . You may condition the effectiveness of the declassification proposal on the adoption of the dir ector -removal proposal , in which case you should disclose prominently that a vote against declassification would have t he effect of a vote against modification of the director -removal threshold . For further guidance, see Exchange Act Release No. 31326, Pa rt II.H (October 16, 1992). Please revise your proxy statement accordingly.
You may contact Alexandra M. Ledbetter, Attorney -Advisor, at (202) 551 -3317 or me at (202) 551 -3830 with any questions .
Sincerely,
/s/ Suzanne Hayes
Suzanne Hayes
Assistant Director
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March 25, 2014 Via E -mail Gregory M. Woods Executive Vice President, Deputy General Counsel LPL Financial Holdings Inc. 75 State Street Boston, Massachusetts 02109 Re: LPL Financial Holdings Inc. Preliminary Proxy Statement on Schedule 14A Filed March 12, 2014 Response dated March 20, 2014 File No. 1-34963 Dear Mr. Woods : We have reviewed your correspondence dated March 20, 2014, and we have the following additional comment. 1. We note your response to our comment in ou r letter dated March 18, 2014. We continue to believe that the proposal entails separate matters and should be unbundled into two proposals , so that shareholders have an opportunity to communicate to the board of directors their views on each separate matter . You may condition the effectiveness of the declassification proposal on the adoption of the dir ector -removal proposal , in which case you should disclose prominently that a vote against declassification would have t he effect of a vote against modification of the director -removal threshold . For further guidance, see Exchange Act Release No. 31326, Pa rt II.H (October 16, 1992). Please revise your proxy statement accordingly. You may contact Alexandra M. Ledbetter, Attorney -Advisor, at (202) 551 -3317 or me at (202) 551 -3830 with any questions . Sincerely, /s/ Suzanne Hayes Suzanne Hayes Assistant Director cc: Marko S. Zatylny, Ropes & Gray LLP