BROADRIDGE FINANCIAL SOLUTIONS INC
For the period ended Nov 14, 2024. Filed Oct 2, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 14, 2024 · Filed Oct 2, 2024
Contents
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
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 2024 Annual Meeting of Stockholders of the Company, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
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. Your vote is important and we want to hear from you, our stockholders. You do not need to attend the Annual Meeting to vote your shares. For every stockholder account that votes, Broadridge will make a $1 charitable donation to Ronald McDonald House New York.
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 2025, 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 online. 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 Information | Board’s Recommendation | Broker Discretionary Voting Allowed? | Abstentions and Broker Non-Votes | Votes Required For Approval | |
| Proposal 1 | Election of Directors | Page 9 | FOR Each Nominee | No | Do not count(no effect) | Majority of votes cast for each nominee |
| Proposal 2 | Advisory Vote to Approve the Compensation of our Named Executive Officers (the Say on Pay Vote) | Page 42 | FOR | No | Do not count(no effect) | Majority of votes cast |
| Proposal 3 | Ratification of Appointment of Independent Registered Public Accountants for Fiscal Year 2025 | Page 82 | FOR | Yes | Do not count (no effect) | Majority of votes cast |
| 2024 Proxy Statement Broadridge | 5 |
|---|
| PROPOSAL 1 | ||
| Election of Directors | ||
| The Board recommends a vote FOR each director nominee. | See Page 9 | |
Information about Our Nominees
The following table provides summary information about each director nominee. Detailed information about each nominee’s background, skill set and areas of experience can be found beginning on page 10 of this Proxy Statement.
| Committee Memberships | ||||||
|---|---|---|---|---|---|---|
| Director | Experience | Age* | AC | CC | GNC | Director Since |
| Pamela L. Carter Independent | Retired President, Cummins Distribution Business, division of Cummins Inc. | 74 | • | • | 2017 | |
| Richard J. Daly Executive Chairman | Executive Chairman, Former Chief Executive Officer, Broadridge | 71 | 2007 | |||
| Robert N. Duelks Independent | Former Executive, Accenture plc | 69 | • | • | 2009 | |
| Melvin L. Flowers Independent | Former Head of Internal Audit and Risk Management, Microsoft Corporation Former CFO of three public companies | 71 | • | • | 2021 | |
| Timothy C. Gokey | Chief Executive Officer, Broadridge | 63 | 2019 | |||
| Brett A. Keller Independent | Chief Executive Officer, priceline.com LLC | 56 | • | • | 2015 | |
| Maura A. Markus Independent | Former President and Chief Operating Officer, Bank of the West | 66 | • | • | 2013 | |
| Eileen K. Murray Independent | Former Chair of the Board of Governors, Financial Industry Regulatory Authority | 66 | • | • | 2022 | |
| Annette L. Nazareth Independent | Senior Counsel, Davis Polk & Wardwell Former SEC Commissioner | 68 | • | • | 2021 | |
| Amit K. Zavery Independent | Vice President/General Manager and Head of Platform for Google Cloud, Google, LLC | 53 | • | 2019 | ||
| * | Director ages are as of August 14, 2024, which is the date the Board approved their nomination. |
|---|
| AC | Audit Committee | GNC | Governance and Nominating Committee | • | Member |
|---|---|---|---|---|---|
| CC | Compensation Committee | • | Chair | ||
| 6 | Broadridge 2024 Proxy Statement |
Board Nominee Highlights
| 2024 Proxy Statement Broadridge | 7 |
|---|
| PROPOSAL 2 | ||
| Advisory Vote to Approve Compensation of Our Named Executive Officers | ||
| The Board recommends a vote FOR this proposal. | See Page 42 | |
Majority of Compensation of Named Executive Officers is Performance Based
The overall objectives of our executive compensation programs are to attract and retain management who will create long-term shareholder value. We have a combination of pay elements, and a majority of the target compensation of the Company’s executive officers listed in the “Summary Compensation” table on page 62 of this Proxy Statement (the“Named Executive Officers”or“NEOs”) is performance based, with the objective of balancing short-term and long-term decision-making in support of our business objectives.
Executive Total Target Compensation Mix
| (1) | Other NEO target TDC is an average of the annualized total compensation of Mr. Reese, Mr. Perry, Mr. Carey, and Ms. Jarkowski. |
| PROPOSAL 3 | ||
| Ratification of Appointment of Independent Registered Public Accountants | ||
| The Board recommends a vote FOR this proposal. | See Page 82 | |
The Board of Directors and the Audit Committee believe that the retention of Deloitte & Touche LLP to serve as our independent registered public accountants for the fiscal year ending June 30, 2025 is in the best interests of the Company and its stockholders.
Questions and Answers about the Annual Meeting and Voting
See the section entitled “About the Annual Meeting and these Proxy Materials” beginning on page 86 for answers to common questions on the rules and procedures about the proxy and annual meeting process.
| 8 | Broadridge 2024 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.