Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2024

------------

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33220	33-1151291
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

5 Dakota Drive

Lake Success

New York

11042

(Street Address)

(City)

(State)

Zip Code

Registrant’s telephone number, including area code: (516) 472-5400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:	Trading Symbol	Name of Each Exchange on Which Registered:
Common Stock, par value $0.01 per share	BR	New York Stock Exchange

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 14, 2024, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”).

At the 2024 Annual Meeting, stockholders approved all of management’s proposals, which were:

1.The election of 10 directors for terms of one year and until their successors are elected and qualified;

2.The advisory vote to approve the Company’s executive compensation (the Say on Pay Vote); and

3.The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2025.

Proposal No. 1: To elect 11 directors to hold office until the Annual Meeting of Stockholders in the year 2024 and until their respective successors are duly elected and qualified.

FOR

AGAINST

ABSTAIN

Broker Non-Votes


Pamela L. Carter	96,833,510	1,970,344	73,054	8,078,178
Richard J. Daly	97,063,152	1,745,689	68,067	8,078,178
Robert N. Duelks	94,690,128	3,181,217	1,005,563	8,078,178
Melvin L. Flowers	98,457,443	342,787	76,678	8,078,178
Timothy C. Gokey	98,383,287	418,492	75,129	8,078,178
Brett A. Keller	98,641,868	161,467	73,573	8,078,178
Maura A. Markus	94,561,867	4,245,111	69,930	8,078,178
Eileen K. Murray	98,450,013	354,101	72,794	8,078,178
Annette L. Nazareth	98,654,810	152,592	69,506	8,078,178
Amit K. Zavery	98,680,494	118,195	78,219	8,078,178

Proposal No. 2: Advisory vote on the Company’s executive compensation (the Say on Pay Vote).


FOR	AGAINST	ABSTAIN	Broker Non-Votes

88,015,064	10,695,498	166,346	8,078,178

Proposal No. 3: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2025.


FOR	AGAINST	ABSTAIN

105,220,102	1,692,002	42,982


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.						Description

104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 14, 2024

BROADRIDGE FINANCIAL SOLUTIONS, INC.

By: /s/ Hope M. Jarkowski

Hope M. Jarkowski

Chief Legal Officer

Cover Page	Nov. 14, 2024
Cover [Abstract]
Entity Central Index Key	0001383312
Document Type	8-K
Document Period End Date	Nov. 14, 2024
Entity Registrant Name	BROADRIDGE FINANCIAL SOLUTIONS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33220
Entity Tax Identification Number	33-1151291
Entity Address, Address Line One	5 Dakota Drive
Entity Address, City or Town	Lake Success
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11042
City Area Code	516
Local Phone Number	472-5400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BR
Security Exchange Name	NYSE
Amendment Flag	false