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BROADRIDGE FINANCIAL SOLUTIONS INC

For the period ended Nov 14, 2024. Filed Oct 2, 2024.

View on SEC.gov

About 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

BR$190.40-1.8%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

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.

ProposalsMore InformationBoard’s RecommendationBroker Discretionary Voting Allowed?Abstentions and Broker Non-VotesVotes Required For Approval
Proposal 1Election of DirectorsPage 9FOR Each NomineeNoDo not count(no effect)Majority of votes cast for each nominee
Proposal 2Advisory Vote to Approve the Compensation of our Named Executive Officers (the Say on Pay Vote)Page 42FORNoDo not count(no effect)Majority of votes cast
Proposal 3Ratification of Appointment of Independent Registered Public Accountants for Fiscal Year 2025Page 82FORYesDo not count (no effect)Majority of votes cast
2024 Proxy Statement Broadridge5
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
DirectorExperienceAge*ACCCGNCDirector Since
Pamela L. Carter IndependentRetired President, Cummins Distribution Business, division of Cummins Inc.74••2017
Richard J. Daly Executive ChairmanExecutive Chairman, Former Chief Executive Officer, Broadridge712007
Robert N. Duelks IndependentFormer Executive, Accenture plc69••2009
Melvin L. Flowers IndependentFormer Head of Internal Audit and Risk Management, Microsoft Corporation Former CFO of three public companies71••2021
Timothy C. GokeyChief Executive Officer, Broadridge632019
Brett A. Keller IndependentChief Executive Officer, priceline.com LLC56••2015
Maura A. Markus IndependentFormer President and Chief Operating Officer, Bank of the West66••2013
Eileen K. Murray IndependentFormer Chair of the Board of Governors, Financial Industry Regulatory Authority66••2022
Annette L. Nazareth IndependentSenior Counsel, Davis Polk & Wardwell Former SEC Commissioner68••2021
Amit K. Zavery IndependentVice President/General Manager and Head of Platform for Google Cloud, Google, LLC53•2019
*Director ages are as of August 14, 2024, which is the date the Board approved their nomination.
ACAudit CommitteeGNCGovernance and Nominating Committee•Member
CCCompensation Committee•Chair
6Broadridge 2024 Proxy Statement

Board Nominee Highlights

2024 Proxy Statement Broadridge7
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.

8Broadridge 2024 Proxy Statement
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.