Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

 

​You can attend the 2022 Annual Meeting online, vote your shares, and submit questions during the meeting by visiting virtualshareholdermeeting.com/BR22. Be sure to have the Control Number we have provided to you to join the meeting.

Stockholders of record at the close of business on September 15, 2022, are entitled to vote at the 2022 Annual Meeting.

We began distributing a Notice of Internet Availability of Proxy Materials, the 2022 Proxy Statement, the 2022 Annual Report to Stockholders, and proxy card/voting instruction form, as applicable, to stockholders on September 27, 2022.

September 27, 2022

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 2022 Annual Meeting of Stockholders of the Company (the “2022 Annual Meeting” or the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

The Annual Meeting will be a completely virtual meeting. You can attend online, vote, and submit questions during the Annual Meeting by visiting virtualshareholdermeeting.com/BR22.

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. You do not need to attend the Annual Meeting to vote your shares.

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 2023), 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 the Internet. 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.

Even if you plan to attend our virtual Annual Meeting, please read this Proxy Statement with care and vote right away using one of the following methods.

The telephone and Internet voting facilities will close at 11:59 p.m. Eastern Time on November 9, 2022.

If your shares are held in a brokerage account or by a bank or other nominee, your ability to vote by telephone or the Internet depends on your broker’s voting process. Please follow the directions provided to you by your broker, bank or nominee.

See the section entitled “About the Annual Meeting and These Proxy Materials” beginning on page 98 for answers to common questions on the rules and procedures about the proxy and annual meeting process.

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. Page references are supplied to help you find further information in this Proxy Statement.

The following table provides summary information about each Board nominee. Detailed information about each nominee’s background, skill set and areas of experience can be found beginning on page 18 of this Proxy Statement.

Our Board strives to maintain a highly independent, balanced and diverse group of directors that collectively possess the expertise to ensure effective oversight and be responsible stewards of our stockholders' interests.

 

 

The Company believes good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that serve the interests of the Company and its stockholders. The Board of Directors monitors developments in governance best practices to ensure that it continues to meet its commitment to thoughtful and independent representation of stockholder interests.

The following table summarizes certain corporate governance practices and facts:

The Service-Profit Chain, which directly connects associate engagement, client satisfaction and the creation of shareholder value, has always been the foundation of our success and our commitment to a sustainable approach. As a result, responsible environmental, social and governance (“ESG”) practices are built into our growth strategy and execution.

Our core business’ governance solutions enable effective corporate governance for our clients. We are focused on fostering our own strong corporate governance practices to promote a culture of integrity, sustainable business and long-term value creation. As discussed in more detail in this Proxy Statement, through our ongoing board refreshment efforts three highly qualified directors have joined our Board in the past two years. With the recent appointment of Eileen Murray to the Board, women now represent 33% of our Board and women and racially or ethnically diverse members represent close to 60%.

 

At Broadridge, we believe our associates are our greatest asset. We are proud to employ over 14,000 associates working in 21 countries around the globe. Our focus on long-term growth begins with the ability to attract and retain the most talented associates in our industry. We are dedicated to fostering a diverse, equitable, inclusive and healthy work environment and committed to advancing diversity, equity and inclusion (“DEI”) initiatives and values as part of our culture. We regularly survey our associates to measure engagement and satisfaction and we hold ourselves accountable for those results. Feedback received from associate surveys has informed our evolution to the hybrid workplace of the future. In fiscal year 2022, our employee engagement score of 77% overall favorable rating remained consistent with our 2021 score in the annual Great Place to Work^® survey. In addition, 80% of our associates stated that Broadridge is a “great place to work.”

We strive to empower not only our associates but also members of our communities. At the heart of our community efforts is the Broadridge Foundation, which identifies meaningful ways to engage with our communities to make a local impact. Through the Broadridge Foundation, we direct resources to charitable causes and develop community-focused action plans with a special focus on access to quality education for at-risk youth. These initiatives engaged through our partnership with the Mamidipudi Venkatarangaiya Foundation and Sri Vidhyas Centre include providing education to children in India who have been subject to child labor or are physically and mentally disabled.

We promote a sustainable environment through efficient business initiatives and alternatives that benefit our clients, associates, and other stakeholders. We support our clients’ emissions reductions by driving the digitization of communications and reducing paper mailing materials. Through these efforts, Broadridge has eliminated approximately 86% of the paper communications sent on behalf of public companies. We reduce our own emissions through sustainable consumption and production in our facilities, corporate energy efficiency programs, and streamlining of operations. As part of our long-standing commitment to corporate sustainability with a focus on ESG practices, we have retained a leading climate consulting firm to help us develop a plan to reach net zero greenhouse gas (“GHG”) emissions by 2050. In addition, we have piloted a qualitative climate risk assessment and have disclosed certain climate-related risks and opportunities indexed to the Task Force on Climate-Related Financial Disclosures in our 2022 Carbon Disclosure Project Report.

Our Sustainability Report and information on our ESG efforts are available on our website at broadridge.com/about/sustainability. Information contained on our website is not incorporated into or a part of this Proxy Statement.

For more complete information about our financial performance, please review the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (the “2022 Form 10-K”). Certain measures referenced are not prepared in accordance with generally accepted accounting principles (“GAAP”). For an explanation of our use of these Non-GAAP measures and a reconciliation to their most directly comparable GAAP measures, see “Non-GAAP Financial Measures” on page 105 of this Proxy Statement.

In fiscal year 2022, we achieved another year of strong financial performance, including 16% Recurring fee revenue growth, 14% Non-GAAP Adjusted Earnings per share (“EPS”) growth, and we marked the eleventh consecutive year of record Closed sales results.

These strong financial results enabled the Company to generate cumulative total shareholder return (“TSR”) of 105% for the five-year period ended June 30, 2022, exceeding the 71% average return of companies in the S&P 500^® Index (“S&P 500”) over the same period. Our TSR is calculated as the cumulative rate of return reflecting our Common Stock price appreciation and the cumulative amount of dividends, assuming dividends are reinvested, over a five-year period.

Acquisitions are an important part of our overall strategy and a critical part of our capital allocation strategy. During fiscal year 2021, we acquired Itiviti Holding AB (“Itiviti”) now referred to as Broadridge Trading and Connectivity Solutions, for a total purchase price of approximately $2.6 billion. The successful integration and strong performance of our Itiviti acquisition contributed to our strong financial performance in fiscal year 2022.

Disciplined stewardship of our capital remains a key focus for Broadridge, and we continued to pursue a balanced, long-term strategy in fiscal year 2022. During the year, we invested in our platforms and technology, repaid $95 million in debt incurred in connection with our Itiviti acquisition, and returned capital to shareholders in the form of our dividend. The Board increased the annual dividend amount declared by 11% during fiscal year 2022.

The Board increased our annual dividend amount for fiscal year 2023 by 13% to $2.90 per share. Broadridge has increased its dividend every year since we became a public company, and we have announced double-digit increases in 10 of the past 11 years, highlighting our commitment to delivering long-term shareholder returns.

 

 

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 “Summary Compensation” on page 77 of this Proxy Statement (“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.

 

Broadridge’s compensation programs are designed to align the interests of our executives with the interests of our stockholders. For this reason, the mix of compensation elements for the Named Executive Officers, and particularly for the Chief Executive Officer (“CEO”), is heavily weighted towards long-term variable, performance-based compensation.

Broadridge demonstrated another year of strong growth in fiscal year 2022. In line with the Company’s above target overall financial performance in fiscal year 2022, the payments under the officer annual cash incentive plan (the “Officer Bonus Plan”) for the Named Executive Officers ranged from 115% to 127% of their targets. In addition, because of our strong EPS performance in fiscal years 2021 and 2022, performance-based restricted stock unit (“performance-based RSU” or “PRSU”) awards for the performance period ended in fiscal year 2022 were earned at 140% of their target amounts.

When seeking candidates as Board members, the Governance and Nominating Committee solicits suggestions from incumbent directors, management or stockholders. The Committee will consider director candidates proposed by stockholders, provided that the stockholder recommendation complies with the provisions of the Company's Amended and Restated By-laws (the “By-laws”) requiring that stockholder submissions be submitted to the Company's Secretary at 5 Dakota Drive, Lake Success, New York 11042 or emailing our Secretary at CorporateSecretary@broadridge.com, in a timely manner and include the information called for in the By-laws concerning (a) the potential nominee, and (b) the person proposing the nomination. The Governance and Nominating Committee will apply the same standards in considering candidates submitted by stockholders as it uses for any other potential nominee.

The By-laws provide that under certain circumstances, a stockholder, or group of up to 50 stockholders, who have maintained continuous ownership of at least three percent of our Common Stock for at least three years may nominate and include in our annual meeting proxy statement a number of stockholder-nominated candidates representing no more than 25% of the number of directors then serving on the Board.

The Board's membership criteria and nomination procedures are set forth in our Corporate Governance Principles. The Corporate Governance Principles do not provide for a fixed number of directors but provide that the optimum size of the Board is eight to 12 directors.

There are no limits on the number of terms a director may serve. However, our Corporate Governance Principles provide for a mandatory retirement age of 72 applicable after a director has reached their eight year anniversary on the Board.

From time to time, the Governance and Nominating Committee may retain a search firm to assist the Company with identifying and evaluating Board candidates who have the background, skills and experience that the Governance and Nominating Committee has identified as desired in director candidates.

After conducting an initial evaluation of a potential candidate, the Governance and Nominating Committee will interview that candidate if it believes such candidate might be suitable to be a director. The candidate may also meet with other members of the Board. At the candidate's request, they may also meet with management. If the Governance and Nominating Committee believes a candidate would be a valuable addition to the Board, it will recommend that candidate's election to the full Board.​

In August 2022, the size of the Board was increased to 12 directors and the Board appointed Eileen K. Murray to the Board, effective September 1, 2022. Ms. Murray was recommended to the Board by several current Board members in light of her extensive financial services, regulatory and management experience. She was interviewed and evaluated by members of the Governance and Nominating Committee and other Board members, who determined that she met the qualifications for Board service as an independent director and audit committee financial expert, and that her extensive financial services and financial technology experience would be a valuable addition to the Board. Her appointment was recommended by the Governance and Nominating Committee to the full Board for its review and approval.

Under the Company's Corporate Governance Principles, a majority of the Board must be comprised of directors who are independent based on the applicable rules of the New York Stock Exchange (the “NYSE”) and the Securities and Exchange Commission (the “SEC”). The NYSE rules provide that the Board is required to affirmatively determine which directors are independent and to disclose such determination for each annual meeting of stockholders. No director will be deemed to be independent unless the Board affirmatively determines that the director has no material relationship with the Company, either directly or as an officer, stockholder or partner of an organization that has a relationship with the Company. In its review of director independence, the Board considers all relevant facts and circumstances, including without limitation, all commercial, banking, consulting, legal, accounting, charitable or other business relationships any director may have with the Company in conjunction with the Corporate Governance Principles and Section 303A of the NYSE's Listed Company Manual (the “NYSE Listing Standards”).

On August 11, 2022, the Board reviewed each director's relationship with us and affirmatively determined that all of the directors, other than Mr. Gokey and Mr. Daly, are independent under the NYSE Listing Standards. Mr. Gokey and Mr. Daly were determined to not be independent due to their positions as our CEO and our Executive Chairman, respectively.

The Board and Governance and Nominating Committee consider the following factors and principles in evaluating and selecting director nominees:

RELEVANT EXPERIENCE: The Board should include individuals with experience in areas relevant to the strategy and operations of the Company's businesses such as technology services, or industries that Broadridge serves such as banking and financial services

HIGH-LEVEL MANAGERIAL EXPERIENCE: Directors should have established strong professional reputations and experience in positions with a high degree of responsibility or be leaders in the companies or institutions with which they are affiliated

CHARACTER AND INTEGRITY: Directors should be individuals with a reputation for integrity and with sufficient time available to devote to the affairs of the Company in order to carry out their responsibilities

DIVERSE BACKGROUND: The Board should include members with diverse backgrounds and perspectives, including professional backgrounds, areas of expertise, race, culture, ethnicity, gender and sexual orientation

SKILLS COMPLEMENT EXISTING BOARD EXPERTISE: The interplay of a nominee's background and expertise with that of other Board members and the extent to which a candidate may make contributions to the Board or a committee should be considered

The following matrix provides information regarding our Board nominees including demographic information such as whether they are gender, racially, or ethnically diverse, and certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board believes are relevant to our business and industry. While our Governance and Nominating Committee considers the knowledge, skills, experiences and attributes listed below in the director nomination process, the matrix does not encompass all of the knowledge, skills, experiences or attributes of our Board nominees, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a Board nominee does not possess it. In addition, our Governance and Nominating Committee retains the right to modify such knowledge, skills, experiences and attributes it considers in the Board nomination process from time to time as it deems appropriate.

 

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As the chart above indicates, the current composition of our Board of Directors reflects a mix of tenures, which we believe balances historical and institutional knowledge, and an understanding of the evolution of our business with fresh perspectives from our newer directors.

Each of the director nominees for election at the 2022 Annual Meeting holds or has held senior executive positions in large, complex organizations, and many hold or have held the role of chief executive officer. This experience demonstrates their ability to perform at the highest levels, enabling them to provide sound judgment concerning the issues facing a large public corporation in today’s environment, provide oversight and evaluate our performance.

The Governance and Nominating Committee Charter provides that the Board take diversity into account in determining the Company's slate of nominees. In keeping with this commitment to diversity, seven of our 12 director nominees are women or racially or ethnically diverse individuals.

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Each director nominee receiving a majority of the votes cast at the 2022 Annual Meeting, in person or by proxy, and entitled to vote in the election of directors, will be elected, provided that a quorum is present. Abstentions and broker non-votes will be included in determining whether there is a quorum. In determining whether such nominees have received the requisite number of affirmative votes, abstentions will have no effect on the outcome of the vote. Pursuant to NYSE regulations, brokers do not have discretionary voting power with respect to this proposal, and broker non-votes will have no effect on the outcome of the vote.

The compensation of our non-management directors is determined by the Compensation Committee upon review of recommendations from the Compensation Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). For fiscal year 2022, the directors’ annual equity retainer was increased by $10,000 to $170,000, split equally between deferred stock units (“DSUs”) and stock options.

All of our directors are non-management directors, other than Mr. Gokey and Mr. Daly, who are our CEO and our Executive Chairman, respectively. The compensation paid to Mr. Gokey is reflected in “Summary Compensation” on page 77 of this Proxy Statement. Although Mr. Daly is one of our executive officers, he is not a Named Executive Officer for fiscal year 2022 because he is not one of the three most highly compensated executive officers for the year. A description of the Executive Chairman role is provided in the “Board Leadership Structure” section of this Proxy Statement. Mr. Gokey and Mr. Daly do not receive any additional compensation for their service on the Board.

 

Cash Compensation. Non-management directors received an annual retainer and meeting fees for each Board meeting and each committee meeting attended as a committee member. All retainers and meeting fees other than the Lead Independent Director’s additional retainer are paid in cash on a quarterly basis.

Directors may participate in the Broadridge Director Deferred Compensation Plan (the “Deferred Compensation Plan”) which allows them to defer their cash compensation into grants of DSUs that settle in shares of Common Stock. The number of DSUs awarded is determined by dividing the quarterly cash payment by the closing price of the Common Stock on the day before cash payments are made. This election is made annually prior to the beginning of the calendar year in which the retainers and fees are earned and is irrevocable for the entire calendar year. Accounts are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Board. Participants’ DSUs convert to shares of Common Stock upon their departure from the Board either in a lump sum amount or in installments for up to five years, as previously elected by the director.

Equity Compensation. Non-management directors received annual grants of stock options and DSUs under the 2018 Omnibus Award Plan (the “2018 Omnibus Plan”) approved by the Company’s stockholders at the 2018 annual meeting of stockholders. The number of shares comprising each director’s equity awards is determined at the time of grant based on a 30-day average stock price prior to the distribution of meeting materials, and, for stock options, the binomial stock option valuation method.

Stockholder-Approved Cap on Pay. Our stockholders approved a cap on non-management director pay as part of the 2018 Omnibus Plan. The cap imposes an annual limit of $750,000 on cash fees paid and equity awards that may be granted to any non-management director during the fiscal year. Our current compensation program for non-management directors is well below this limit.

Stock Ownership Guidelines. The stock ownership guidelines for the non-management directors provide that each non-management director is expected to accumulate an amount of Common Stock or DSUs equal in value to 10 times their annual cash retainer. Stock option awards and cash-settled phantom stock will not count as shares of Common Stock for purposes of this calculation.

In addition, the guidelines provide that:

Due to the holding requirement, there is no minimum time period in which the directors are required to achieve the stock ownership multiple.

All of our non-management directors have met the stock ownership multiple, other than Ms. Carter, Mr. Zavery, Mr. Flowers, Ms. Nazareth, and Ms. Murray who joined the Board in 2017, 2019, 2021, 2021 and 2022, respectively, and are making progress toward meeting the multiple.

Other Compensation. Non-management directors may participate in the Broadridge Matching Gift Program (the “Matching Gift Program”) up to a maximum Company contribution of $10,000 per calendar year.

The non-management directors are also reimbursed for their reasonable expenses in connection with attending Board and committee meetings and other Company events.

The table below sets forth the compensation paid to our non-management directors in fiscal year 2022.

For fiscal year 2023, the Compensation Committee approved the following changes to non-management director compensation:

 

Our Corporate Governance Principles provide that the directors are expected to attend regular Board meetings, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Our Board met five times during fiscal year 2022. Each of our directors attended 100% of the meetings of the Board and of the committees on which they served during fiscal year 2022.

Our Corporate Governance Principles do not specify a policy with respect to the separation of the positions of Chairman and CEO or with respect to whether the Chairman should be a member of management or a non-management director. The Board recognizes that there is no single, generally accepted approach to providing Board leadership, and given the dynamic and competitive environment in which we operate, the Board’s leadership structure may vary as circumstances warrant.

The Board determined that the leadership of the Board is currently best led by a Chairman. The Chairman provides overall leadership to the Board in its oversight function, while the CEO provides leadership with respect to the day-to-day management and operation of our business. We believe the separation of the offices allows the Chairman to focus on managing Board matters and allows the CEO to focus on managing our business. To further enhance the objectivity of the Board, the directors, other than Mr. Gokey and Mr. Daly, are independent.

Mr. Daly serves as our Executive Chairman. He has the following duties and responsibilities as Chairman of the Board:

In addition to his role as Chairman of the Board, Mr. Daly’s service as our former CEO and his many years of corporate governance expertise provide management with a valuable resource. Mr. Daly is an advisor to the CEO on regulatory matters, digital adoption and retail shareholder engagement. He is actively involved in the Company’s engagement with regulators, trade associations, and other industry groups. He is also involved in retaining our clients and generating new client relationships.

The Board has three standing committees, each of which is comprised solely of independent directors and is led by an independent Chair: Audit Committee, Compensation Committee, and Governance and Nominating Committee.