BROADRIDGE FINANCIAL SOLUTIONS, INC.
For the period ended Jun 30, 2026. Filed Aug 4, 2026.
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FY2026 · Filed Aug 4, 2026
BR$192.34+1.0%Stored close · as of Nov 9, 2026
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 4, 2026
| BROADRIDGE FINANCIAL SOLUTIONS, INC. | |
| By: | /s/ TIMOTHY C. GOKEY |
| Name: | Timothy C. Gokey |
| Title: | Chief Executive Officer |
SIGNATURES AND POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Timothy C. Gokey and Ashima Ghei, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), any and all amendments to the Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ TIMOTHY C. GOKEY | Chief Executive Officer and Director (Principal Executive Officer) | August 4, 2026 |
| Timothy C. Gokey | ||
| /s/ ASHIMA GHEI | Corporate Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | August 4, 2026 |
| Ashima Ghei | ||
| /s/ CHRISTOPHER J. PERRY | Director and President | August 4, 2026 |
| Christopher J. Perry | ||
| /S/ EILEEN K. MURRAY | Chairperson of the Board | August 4, 2026 |
| Eileen K. Murray | ||
| /s/ TODD T. DIGANCI | Director | August 4, 2026 |
| Todd T. Diganci | ||
| /S/ ROBERT N. DUELKS | Director | August 4, 2026 |
| Robert N. Duelks | ||
| /S/ MELVIN L. FLOWERS | Director | August 4, 2026 |
| Melvin L. Flowers | ||
| /S/ PATRICIA A. MOSCONI | Director | August 4, 2026 |
| Patricia A. Mosconi | ||
| /S/ MAURA A. MARKUS | Director | August 4, 2026 |
| Maura A. Markus | ||
| /s/ ANNETTE L. NAZARETH | Director | August 4, 2026 |
| Annette L. Nazareth | ||
| /S/ AMIT K. ZAVERY | Director | August 4, 2026 |
| Amit K. Zavery | ||
EXHIBIT INDEX
| ExhibitNumber | Description of Exhibit (1) |
| 1.1 | Underwriting Agreement, dated as of May 6, 2021, among Broadridge Financial Solutions, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein (incorporated by reference to Exhibit 1.1 of Form 8-K filed on May 17, 2021) |
| 1.2 | Underwriting Agreement, dated as of December 4, 2019, among Broadridge Financial Solutions, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein (incorporated by reference to Exhibit 1.1 of Form 8-K filed on December 4, 2019) |
| 1.3 | Underwriting Agreement, dated as of May 4, 2026, among Broadridge Financial Solutions, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein (incorporated by reference to Exhibit 1.1 of Form 8-K filed on May 6, 2026) |
| 3.1 | Certificate of Incorporation of Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed on April 2, 2007) |
| 3.2 | Amended and Restated By-laws of Broadridge Financial Solutions, Inc. dated February 4, 2025 (incorporated by reference to Exhibit 3.2 to Form 8-K filed on February 5, 2025) |
| 4.1 | Indenture, dated as of May 29, 2007, by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 30, 2007) |
| 4.2 | Fourth Supplemental Indenture dated as of December 9, 2019, by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed on December 9, 2019) |
| 4.3 | Form of Broadridge Financial Solutions, Inc. 2.900% Senior Note due 2029 (incorporated by reference to Exhibit 4.3 and included in Exhibit 4.2 to Form 8-K filed on December 9, 2019) |
| 4.4 | Fifth Supplemental Indenture dated as of May 17, 2021, by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed on May 17, 2021) |
| 4.5 | Form of Broadridge Financial Solutions, Inc. 2.600% Senior Note due 2031 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on May 17, 2021, and is included in Exhibit 4.2 to Form 8-K filed on May 17, 2021) |
| 4.6 | Description of Securities |
| 4.7 | Indenture dated as of May 15, 2026 by and between Broadridge Financial Solutions, Inc. and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 15, 2026) |
| 4.8 | First Supplemental Indenture dated as of May 15, 2026, by and between Broadridge Financial Solutions, Inc. and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed on May 15, 2026) |
| 4.9 | Form of Broadridge Financial Solutions, Inc. 5.750% Senior Notes due 2036 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on May 15, 2026 and included in Exhibit 4.2 thereof) |
| 10.1 | Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.6 to Form 8-K filed on April 2, 2007) |
| 10.2 | Amendment No. 1 to the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.26 to Form 10-K/A filed on October 27, 2010) |
| ExhibitNumber | Description of Exhibit (1) |
| 10.3 | Officer Severance Plan dated September 16, 2011 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 20, 2011) |
| 10.4 | Amended and Restated Supplemental Officers Retirement Plan (“SORP”) (incorporated by reference to Exhibit 10.27 to Form 10-K/A filed on October 27, 2010) |
| 10.5 | Amendment to the Broadridge Financial Solutions, Inc. SORP, effective February 2, 2017 (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on May 10, 2017) |
| 10.6 | Amendment to the Broadridge Financial Solutions, Inc. SORP, effective September 17, 2023 (incorporated by reference to Exhibit 10.6 to Form 10-K filed on August 6, 2024). |
| 10.7 | Broadridge Financial Solutions, Inc. Director Deferred Compensation Plan (Amended and Restated Effective December 7, 2022) (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 2, 2023) |
| 10.8 | Broadridge Financial Solutions, Inc. Executive Deferred Compensation Plan (“EDCP”) (Amended and Restated effective June 15, 2011) (incorporated by reference to Exhibit 10.32 to Form 10-K filed on August 12, 2011) |
| 10.9 | Amendment to the Broadridge EDCP, adopted August 1, 2014, effective December 31, 2014 (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 6, 2014) |
| 10.10 | Broadridge Financial Solutions, Inc. Supplemental Executive Retirement Plan (“SERP”) (incorporated by reference to Exhibit 10.31 to Form 10-K/A filed on October 27, 2010) |
| 10.11 | Amendment to the Broadridge Financial Solutions, Inc. SERP, effective February 2, 2017 (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on May 10, 2017) |
| 10.12 | Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan, Amended and Restated effective November 14, 2013 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 15, 2013) |
| 10.13 | Amendment to the Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan (Amended and Restated effective November 14, 2013), effective February 6, 2018 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 8, 2018) |
| 10.14 | Broadridge Financial Solutions, Inc. 2018 Omnibus Award Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 13, 2018) |
| 10.15 | Executive Officer Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 14, 2018) |
| 10.16 | Amended and Restated Credit Agreement, dated December 11, 2024, among Broadridge Financial Solutions, Inc., certain subsidiaries of Broadridge Financial Solutions, Inc. party thereto as subsidiary borrowers, the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 13, 2024) |
| 10.17 | Amended and Restated Executive Retirement and Savings Plan, effective November 1, 2024 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on January 31, 2025) |
| 10.18* | Amended and Restated Information Technology Services Agreement, dated December 31, 2019 by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on January 31, 2020) |
| 10.19* | 2019 Master Services Agreement, dated December 31, 2019 by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on January 31, 2020) |
| 10.20 | Amendment Number One to the Broadridge Financial Solutions, Inc. Officer Severance Plan (incorporated by reference to Exhibit 10.25 to Form 10-K filed on August 11, 2020) |
| ExhibitNumber | Description of Exhibit (1) |
| 10.21 | Amendment Number Two to the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 27, 2019) |
| 10.22 | Amendment Number Three to the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 10, 2020) |
| 10.23 | Form of Stock Option Grant Award Agreement for U.S. Non-Employee Directors (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 4, 2025) |
| 10.24 | Form of Deferred Stock Unit Award Agreement for U.S. Non-Employee Directors (incorporated by reference to Exhibit 10.27 to Form 10-K filed on August 12, 2021) |
| 10.25 | Form of Restricted Stock Unit Grant Award Agreement (Performance-Based) for U.S. Corporate Officers (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on November 4, 2025) |
| 10.26 | Form of Restricted Stock Unit Grant Award Agreement (Time-Based) for U.S. Corporate Officers (incorporated by reference to Exhibit 10.4 to Form 10-Q filed on November 4, 2025) |
| 10.27 | Form of Stock Option Grant Award Agreement for U.S. Corporate Officers (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 4, 2025) |
| 10.28 | Amended and Restated Clawback Policy (incorporated by reference to Exhibit 10.28 to Form 10-K filed on August 5, 2025) |
| 10.29 | Term Credit Agreement dated August 21, 2025, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 21, 2025) |
| 10.30* | Novation Agreement, dated July 28, 2021, among Broadridge Financial Solutions, Inc., International Business Machines Corporation and Kyndryl, Inc. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 3, 2021) |
| 10.31* | SIS Services Agreement, dated as of November 1, 2024, by and between Kyndryl Canada Limited and Broadridge Software Limited (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on January 31, 2025) |
| 10.32* | Amendment Number Seventeen to the Private Cloud Information Technology Services Agreement, dated March 31, 2026, by and between Broadridge Financial Solutions, Inc. and Kyndryl, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on April 30, 2026) |
| 10.33* | Amendment Number Five to the Amended and Restated 2019 Information Technology Services Agreement, dated March 31, 2026, by and between Broadridge Financial Solutions, Inc. and Kyndryl, Inc. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on April 30, 2026) |
| 10.34* | Amendment Number One to the SIS Services Agreement, dated March 31, 2026, by and between Broadridge Software ULC and Kyndryl Canada Limited (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on April 30, 2026) |
| 10.35* | Amendments to the Private Cloud Information Technology Services Agreement, by and between Broadridge Financial Solutions, Inc. and Kyndryl, Inc. |
| 10.36* | Amendment Number Two to the Amended and Restated 2019 Information Technology Services Agreement, dated December 31, 2019, by and between Broadridge Financial Solutions, Inc. and Kyndryl, Inc. |
| 14.1 | Code of Business Conduct and Ethics |
| 19.1 | Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Form 10-K filed on August 6, 2024) |
| 21 | Subsidiaries of the Company |
| 23 | Consent of Independent Registered Public Accounting Firm |
| 31.1 | Certification of the Chief Executive Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| ExhibitNumber | Description of Exhibit (1) |
| 31.2 | Certification of the Chief Financial Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101 | The following financial statements from the Broadridge Financial Solutions, Inc. Annual Report on Form 10-K for the fiscal year ended June 30, 2026, formatted in eXtensible Business Reporting Language (XBRL): (i) consolidated statements of earnings for the fiscal years ended June 30, 2026, 2025 and 2024, (ii) consolidated statements of comprehensive income for the fiscal years ended June 30, 2026, 2025 and 2024, (iii) consolidated balance sheets as of June 30, 2026 and 2025, (iv) consolidated statements of cash flows for the fiscal years ended June 30, 2026, 2025 and 2024, (v) consolidated statements of stockholders’ equity for the fiscal years ended June 30, 2026, 2025 and 2024, and (vi) the notes to the Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
(1)The SEC File No. for the Company’s Form 8-K Reports referenced is 001-33220.
*Certain confidential information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it with an asterisk.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.