Our fiscal year 2021 results demonstrate how well-positioned Broadridge is to take advantage of increased investor participation, the growing need to digitize and mutualize financial services, and the power of data and network value. I have never been more optimistic about Broadridge's long-term growth prospects. We delivered strong fiscal year 2021 financial results, including double-digit top- and bottom-line growth. That growth, combined with our ongoing investments, show that our team is executing against the clear plan we shared at our Investor Day last December to continue to scale Broadridge as a global Fintech leader. At our 2021 Annual Meeting, I will report on our fiscal year 2021 financial performance, and the members of the Board and I will also answer questions from our stockholders.
In June, Melvin Flowers joined our Board as an independent director. Melvin brings expertise in the technology industry to the Board, having spent 16 years at Microsoft Corp., where he oversaw the internal audit and enterprise risk management teams. In addition, Annette Nazareth was appointed to the Board in August as an independent director. Annette is Senior Counsel at Davis Polk & Wardwell, having previously been a partner in their Washington, D.C. office. Annette is a former SEC Commissioner and has extensive experience in financial markets regulation. Our Board members' diverse backgrounds and expertise enables them to provide Broadridge with sound judgment and guidance across a wide set of key financial, technology, governance and regulatory topics.
The Chair of our Compensation Committee, Alan Weber, will retire from the Board effective as of the 2021 Annual Meeting. Alan has been a member of our Board since we became a public company in 2007. We thank him for his many years of exemplary service.
Whether or not you plan to attend the 2021 Annual Meeting, please read our 2021 Proxy Statement for important information on each of the proposals, and our practices in the areas of corporate governance and executive compensation. Our 2021 Annual Report to Stockholders contains information about our financial performance.
Please provide your voting instructions by telephone or the Internet, or by returning a proxy card or voting instruction form. Your vote is important to us and our business and we strongly urge you to cast your vote.
I look forward to our annual meeting, and I hope you will join us to hear more about Broadridge.
Timothy C. Gokey
Chief Executive Officer
October 5, 2021
Notice of Annual Meeting of Stockholders
You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc. Our 2021 Annual Meeting will be held on Thursday, November 18, 2021, at 9:00 a.m. Eastern Time.
You can attend the 2021 Annual Meeting online, vote your shares, and submit questions during the meeting by visiting virtualshareholdermeeting.com/BR21. Be sure to have the Control Number we have provided to you to join the meeting.
At the meeting, stockholders will be asked to vote on the following:
Election of the 11 nominees listed in this Proxy Statement to the Board of Directors to serve until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified
Advisory vote to approve the compensation of our Named Executive Officers as disclosed in this Proxy Statement
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2022
In addition, the Board of Directors may transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
Stockholders of record at the close of business on September 23, 2021, are entitled to vote at the 2021 Annual Meeting.
We began distributing a Notice of Internet Availability of Proxy Materials, the 2021 Proxy Statement, the 2021 Annual Report to Stockholders, and proxy card/voting instruction form, as applicable, to stockholders on October 5, 2021.
By Order of the Board of Directors,
October 5, 2021
Table of Contents
Proxy Statement for Annual Meeting of Stockholders
Proxy Statement Summary
Proposal 1-Election of Directors
Director Nomination Process
Board Nominee Information Matrix
Information About the Nominees
Board Meeting Attendance
Board Leadership Structure
Committees of the Board
Executive Sessions of Independent Directors
Annual Board and Committee Evaluation Process
The Board's Oversight Role
Director Attendance at Annual Meetings
Communications with the Board of Directors
Corporate Governance Documents
Certain Relationships and Related Transactions
Compensation Committee Interlocks and Insider
Our Executive Officers
Stock Ownership Information
Delinquent Section 16(a) Reports
Proposal 2-Advisory Vote to Approve
Compensation of our Named Executive Officers
(the Say on Pay Vote)
Compensation Discussion and Analysis
Compensation Committee Report
All Other Compensation
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Non-Qualified Deferred Compensation
Potential Payments upon a Termination or Change
CEO Pay Ratio
Equity Compensation Plan Information
Report of the Audit Committee
Proposal 3-Ratification of Appointment of
Independent Registered Public Accountants
Submission of Stockholder Proposals and Director
About the Annual Meeting and These Proxy Materials
Broadridge 2021 Proxy Statement
Proxy Statement for Annual Meeting of Stockholders
This Proxy Statement is furnished to the stockholders of Broadridge Financial Solutions, Inc. (the ''Company'' or ''Broadridge'') in connection with the solicitation of proxies by the Board of Directors of the Company (the ''Board of Directors'' or the ''Board'') for use at the 2021 Annual Meeting of Stockholders of the Company (the ''2021 Annual Meeting'' or the ''Annual Meeting''), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
Time and Date
9:00 a.m. Eastern Time, November 18, 2021
Attend Virtual Meeting
September 23, 2021
Stockholders as of the Record Date are entitled to vote.
Each share of the Company's common stock, par value
$0.01 per share (the ''Common Stock'') is entitled to one
vote for each director nominee and one vote for each of
the other proposals. There is no cumulative voting.
The Annual Meeting will be a completely virtual meeting. You can attend online, vote, and submit questions during the Annual Meeting by visiting virtualshareholdermeeting.com/BR21.
We hope you will exercise your rights and fully participate as a stockholder. It is very important that you vote to play a part in the future of our Company. You do not need to attend the Annual Meeting to vote your shares.
If you hold your shares through a broker, bank or nominee, your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the Annual Meeting (except on the ratification of the appointment of our independent registered public accountants for fiscal year 2022), unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares by telephone or the Internet. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or nominee before the date of the Annual Meeting.
The following table summarizes the proposals to be considered at the Annual Meeting and the Board's voting recommendation with respect to each proposal.
Election of Directors
Advisory Vote to Approve
Do not count
the Compensation of our
for all three
Named Executive Officers
Ratification of Appointment
of Independent Registered Public Accountants for Fiscal Year 2022
Broadridge Financial Solutions Inc. published this content on 04 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 October 2021 16:25:07 UTC.