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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): June 10, 2020
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BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33220
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33-1151291
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(State or other jurisdiction of incorporation)
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(Commission file number)
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(I.R.S. Employer Identification No.)
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5 Dakota Drive
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Lake Success
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New York
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11042
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(Street Address)
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(City)
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(State)
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Zip Code
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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:
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Title of Each Class:
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Trading Symbol
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Name of Each Exchange on Which Registered:
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Common Stock, par value $0.01 per share
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BR
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New York Stock Exchange
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2020, the Broadridge Financial Solutions, Inc. (the “Company”) Board of Directors amended the Company’s Change in Control Severance Plan for Corporate Officers (the “CIC Plan”) to:
(i) eliminate the payment of severance benefits in the event a termination of employment occurs during the third year after a Change in Control, (ii) add pro-rata bonuses for the year of termination following a Change in Control equal to the average of the officer’s annual bonuses earned for the two calendar years prior to the calendar year in which the Qualifying Termination (as defined in the CIC Plan) occurs, (iii) include an arbitration clause, and (iv) update the definitions of “Change in Control” and “Good Reason.”
In addition, on June 10, 2020 the Company and Richard J. Daly, the Company’s Executive Chairman, agreed to terminate, effective immediately, the Change in Control Enhancement Agreement, dated as of March 29, 2007, as previously amended on December 31, 2008 and September 19, 2013, between the Company and Mr. Daly (the “Enhancement Agreement”).
The CIC Plan Amendment and the Enhancement Agreement Termination Amendment are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits. The following exhibits are filed herewith:
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: June 10, 2020
BROADRIDGE FINANCIAL SOLUTIONS, INC.
By: /s/ Adam D. Amsterdam
Adam D. Amsterdam
Vice President and General Counsel
AMENDMENT NUMBER THREE
TO THE
BROADRIDGE FINANCIAL SOLUTIONS, INC.
CHANGE IN CONTROL SEVERANCE PLAN FOR CORPORATE OFFICERS
WHEREAS, Broadridge Financial Solutions, Inc. (the “Company”) maintains the Broadridge Financial Solutions, Inc. Change in Control Severance Plan for Corporate Officers, as amended (the “Plan”); and
WHEREAS, pursuant to Section 4.1 of the Plan, the Board of Directors (the “Board”) may amend the Plan at any time, except that in no event may any amendment reducing the benefits provided under the Plan be effective until at least six months after the date of the applicable action by the Board; and
WHEREAS, the Company wishes to amend the Plan as set forth below, effective six months after the date of adoption of this amendment by the Board, i.e., December 10, 2020; and
NOW, THEREFORE, effective on December 10, 2020, the Plan is hereby amended as follows:
1. Section 1.1(a) of the Plan is hereby amended to read in its entirety as follows:
“(a) If a Change in Control occurs prior to the date a Participant’s employment with the Company terminates, then upon the termination of the Participant’s employment by the Company without “Cause” (as defined in Section 7.1 below) or by the Participant for “Good Reason” (as defined in Section 7.4 below) (individually, a “Qualifying Termination”), in either case during the two year period following the Change in Control, such Participant shall be paid the applicable “Severance Benefit” (as defined below) and shall receive the additional benefits, if any, described in this Article I. The term “Severance Benefit” shall mean:
(i) an amount equal to 150% of the Participant’s “Current Total Annual Compensation” (as defined in Section 7.3 below); and
(ii) an amount equal to the Participant’s “Average Bonus Amount” for the calendar year in which the Qualifying Termination occurs, multiplied by a fraction, the numerator of which is the number of days in the calendar year prior to the date of the Participant’s Qualifying Termination and the denominator of which is 365.
For purposes hereof, a Participant’s “Average Bonus Amount” will be equal to the average of the Participant’s annual bonuses (prior to any bonus deferral) earned for the two calendar years prior to the calendar year in which the Qualifying Termination occurs; provided, however, that if the Participant has not been employed by the Company or an Affiliate during both of the prior two calendar years, the Participant’s “Average Bonus Amount” will be equal to the Participant’s annual bonus (prior to any bonus deferral) earned for the calendar year prior to the calendar year in which the Qualifying Termination occurs (or the Participant’s target annual bonus if the Participant was not employed during the prior calendar year).”
2. Section 1.1(b) of the Plan is amended by adding the following at the beginning thereof:
“Except as otherwise set forth in Section X.B of the Company’s Officer Severance Plan,”
3. Section 6.9 is hereby added to the Plan to read in its entirety as follows:
“6.9 Arbitration. Any dispute or controversy arising under or in connection with this Plan shall be resolved exclusively by binding arbitration. The arbitration shall be held in New York, New York and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect at the time of the arbitration. The arbitrator shall be acceptable to both the Company and the Participant. If the parties cannot agree on an acceptable arbitrator, the dispute shall be decided by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators. Judgment on the award rendered in any such arbitration may be entered in any court having jurisdiction thereof.”
4. Section 7.2 of the Plan is hereby amended to read in its entirety as follows:
“Change in Control” shall have the meaning set forth in the Company’s 2018 Omnibus Award Plan, as amended from time to time (or any successor thereto).”
5. Section 7.4 of the Plan is hereby amended to read in its entirety as follows:
“’Good Reason’ shall mean the occurrence of any of the following after a Change in Control without the Participant’s written consent: (A) material diminution with respect to the Participant’s position, duties, responsibilities, or authority as of the date immediately prior to the Change in Control; (B) a material reduction in the Participant’s aggregate compensation and benefits; (C) a failure of any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) of the Company to assume in writing the obligations hereunder; or (D) a change in the location of the Participant’s primary worksite by more than fifty (50) miles from the location immediately prior to the Change in Control. A termination for Good Reason shall mean a termination by the Participant effected by written notice given by the Participant to the Company within 30 days after the occurrence of the Good Reason event, unless the Company shall, within 15 days after receiving such notice, take such action as is necessary to fully remedy such Good Reason event in which case the Good Reason event shall be deemed to have not occurred.”
TERMINATION
OF
ENHANCEMENT LETTER
TERMINATION AMENDMENT (“Termination Amendment”) made on June 10, 2020 to the Change in Control Enhancement Agreement dated as of March 29, 2007, as previously amended effective December 31, 2008 and September 19, 2013 (the “Enhancement Agreement”), between Broadridge Financial Solutions, Inc., a Delaware corporation (the “Company”), and Richard J. Daly (the “Executive”).
WHEREAS, the Company and the Executive have previously entered into the Enhancement Agreement; and
WHEREAS, the Enhancement Agreement includes amendments made effective December 31, 2008 and September 19, 2013; and
WHEREAS, the Company and the Executive desire to terminate the Enhancement Agreement, effective immediately;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The Enhancement Agreement is hereby terminated, effective on the date set forth above, and it shall have no further force or effect.
IN WITNESS WHEREOF, the undersigned has caused this Termination Amendment to be executed this 10th day of June, 2020.
EXECUTIVE
/s/ Richard J. Daly
Richard J. Daly
BROADRIDGE FINANCIAL SOLUTIONS,
INC.
By: /s/ Adam D. Amsterdam
Name: Adam D. Amsterdam
Title: Vice President, General Counsel