8-K

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)

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:

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).

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.

(d) Exhibits.

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