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BROADRIDGE FINANCIAL SOLUTIONS INC

For the period ended Nov 13, 2025. Filed Oct 2, 2025.

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 13, 2025 · Filed Oct 2, 2025

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 2025 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 2026, 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 RecommendationVotes Required For ApprovalAbstentions and Broker Non-Votes
Proposal 1Election of DirectorsPage 9FOR Each NomineeMajority of votes cast for each nominee and entitled to voteDo not count(no effect)
Proposal 2Advisory Vote to Approve the Compensation of our Named Executive Officers (the Say on Pay Vote)Page 39FORMajority of votes cast and entitled to voteDo not count(no effect)
Proposal 3Ratification of Appointment of Independent Registered Public Accountants for Fiscal Year 2026Page 78FORMajority of votes cast and entitled to voteDo not count (no effect)
2025 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.

DirectorExperienceAge1ACCCGNCDirector Since
Robert N. DuelksIndependentFormer Executive, Accenture plc70••2009
Melvin L. FlowersIndependentFormer Head of Internal Audit and Risk Management, Microsoft Corporation Former public company CFO72​••2021
Timothy C. GokeyChief Executive Officer, Broadridge642019
Brett A. KellerIndependentChief Executive Officer,priceline.com LLC57••2015
Maura A. MarkusIndependentFormer President and Chief Operating Officer, Bank of the West67••2013
Eileen K. MurrayLead Independent DirectorFormer Chair of the Board of Governors, Financial Industry Regulatory Authority682022
Annette L. NazarethIndependentSenior Counsel, Davis Polk & Wardwell Former SEC Commissioner69••​2021
Amit K. ZaveryIndependentPresident, Chief Product Officer, and Chief Operating Officer of ServiceNow54••​2019
1Director ages are as of August 14, 2025, which is the date the Board approved their nomination.
2Following re-election to the Board at the 2025 Annual Meeting, Ms. Murray will assume the Chairperson role, Mr. Flowers will become Chair of the Audit Committee, and Ms. Nazareth will become a member of the Governance and Nominating Committee and will no longer serve on the Compensation Committee.
ACAudit CommitteeGNCGovernance and Nominating Committee•Member
CCCompensation Committee•Chair
6Broadridge 2025 Proxy Statement

Board Nominee Highlights

2025 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 39

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 59 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 NEOs’ target TDC is an average of the annualized total compensation of Ms. Ghei, 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 78

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, 2026 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 82 for answers to common questions on the rules and procedures for the proxy and annual meeting process.

8Broadridge 2025 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.