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OFFON

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(BR)
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Broadridge Financial : 2021 Proxy Statement

10/06/2021 | 12:26pm EST

Notice of 2021

Annual Meeting and

Proxy Statement

Dear Stockholders,

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.

Sincerely,

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,

Maria Allen

Secretary

October 5, 2021

Table of Contents

Proxy Statement for Annual Meeting of Stockholders

2

Voting Information

2

Proxy Statement Summary

4

Proposal 1-Election of Directors

13

Director Nomination Process

13

Nominee Qualifications

14

Board Nominee Information Matrix

15

Information About the Nominees

18

Director Compensation

29

Corporate Governance

32

Board Meeting Attendance

32

Board Leadership Structure

32

Committees of the Board

33

Executive Sessions of Independent Directors

35

Annual Board and Committee Evaluation Process

35

The Board's Oversight Role

36

Director Attendance at Annual Meetings

39

Communications with the Board of Directors

39

Corporate Governance Documents

39

Certain Relationships and Related Transactions

39

Compensation Committee Interlocks and Insider

Participation

40

Stockholder Engagement

40

Political Contributions

40

Sustainability

41

Our Executive Officers

45

Stock Ownership Information

48

Delinquent Section 16(a) Reports

49

Proposal 2-Advisory Vote to Approve

Compensation of our Named Executive Officers

(the Say on Pay Vote)

50

Executive Compensation

52

Compensation Discussion and Analysis

52

Compensation Committee Report

75

Summary Compensation

76

All Other Compensation

77

Grants of Plan-Based Awards

78

Outstanding Equity Awards at Fiscal Year-End

79

Option Exercises and Stock Vested

81

Pension Benefits

82

Non-Qualified Deferred Compensation

83

Potential Payments upon a Termination or Change

in Control

84

CEO Pay Ratio

91

Equity Compensation Plan Information

92

Report of the Audit Committee

93

Proposal 3-Ratification of Appointment of

Independent Registered Public Accountants

94

Submission of Stockholder Proposals and Director

Nominations

97

About the Annual Meeting and These Proxy Materials

98

Broadridge 2021 Proxy Statement

1

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.

Annual Meeting

Time and Date

9:00 a.m. Eastern Time, November 18, 2021

of Stockholders

Attend Virtual Meeting

virtualshareholdermeeting.com/BR21

Record Date

September 23, 2021

Voting

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.

Voting Information

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.

PROPOSALS

MORE

BOARD'S

BROKER

ABSTENTIONS

VOTES REQUIRED

INFORMATION

RECOMMENDATION

DISCRETIONARY

AND BROKER

FOR APPROVAL

VOTING ALLOWED?

NON-VOTES

PROPOSAL 1

Election of Directors

Page 13

FOR Each

No

Nominee

PROPOSAL 2

Advisory Vote to Approve

Page 50

FOR

No

Do not count

Majority of

the Compensation of our

for all three

votes cast

Named Executive Officers

proposals (no

required for

effect)

each proposal

PROPOSAL 3

Ratification of Appointment

Page 94

FOR

Yes

of Independent Registered Public Accountants for Fiscal Year 2022

  • Broadridge 2021 Proxy Statement

Disclaimer

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.


© Publicnow 2021
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Net income 2022 574 M - -
Net Debt 2022 3 333 M - -
P/E ratio 2022 36,7x
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Number of Analysts 8
Last Close Price 171,57 $
Average target price 184,50 $
Spread / Average Target 7,54%
EPS Revisions
Managers and Directors
Timothy C. Gokey Chief Executive Officer & Director
Christopher J. Perry President
Edmund J. Reese Chief Financial & Accounting Officer & VP
Richard J. Daly Executive Chairman
John P. Hogan Chief Information Officer
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