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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): November 19, 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 5.07. Submission of Matters to a Vote of Security Holders.
On November 19, 2020, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”).
At the 2020 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, 2021.
The following stockholder proposal was not approved:
4.Stockholder Proposal on Political Disclosures.
Proposal No. 1: To elect 10 directors to hold office until the Annual Meeting of Stockholders in the year 2021 and until their respective successors are duly elected and qualified.
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FOR
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AGAINST
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ABSTAIN
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Broker Non-Votes
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Leslie A. Brun
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87,600,141
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7,457,334
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112,507
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7,753,992
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Pamela L. Carter
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93,115,062
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1,856,711
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198,209
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7,753,992
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Richard J. Daly
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92,723,788
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2,298,068
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148,126
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7,753,992
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Robert N. Duelks
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89,896,460
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5,151,866
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121,656
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7,753,992
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Timothy C. Gokey
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93,749,392
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1,303,577
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117,013
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7,753,992
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Brett A. Keller
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94,243,291
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721,346
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205,345
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7,753,992
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Maura A. Markus
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94,476,965
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497,942
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195,075
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7,753,992
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Thomas J. Perna
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90,867,277
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4,184,242
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118,463
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7,753,992
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Alan J. Weber
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91,307,383
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3,745,774
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116,825
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7,753,992
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Amit K. Zavery
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94,399,639
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569,415
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200,928
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7,753,992
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Proposal No. 2: Advisory vote on the Company’s executive compensation (the Say on Pay Vote).
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FOR
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AGAINST
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ABSTAIN
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Broker Non-Votes
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90,690,959
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4,253,006
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226,017
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7,753,992
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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, 2021.
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FOR
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AGAINST
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ABSTAIN
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100,900,085
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1,913,471
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110,418
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Proposal No. 4: Stockholder Proposal on Political Disclosures.
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FOR
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AGAINST
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ABSTAIN
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Broker Non-Votes
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12,119,386
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82,107,663
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942,933
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7,753,992
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibits. The following exhibit is filed herewith:
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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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 19, 2020
BROADRIDGE FINANCIAL SOLUTIONS, INC.
By: /s/ Adam D. Amsterdam
Adam D. Amsterdam
Corporate Vice President
and General Counsel