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): June 8, 2021

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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
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(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On June 8, 2021, the Board of Directors (the “Board”) of Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) unanimously appointed Melvin L. Flowers as an independent member of the Board, effective immediately. Following the appointment, Broadridge’s Board consists of 11 members, nine of whom are independent including the Lead Independent Director, Les Brun.

The Board has determined that Mr. Flowers is an independent director in accordance with the Board’s Corporate Governance Principles and the applicable rules of the New York Stock Exchange and the Securities and Exchange Commission. There is no arrangement or understanding between Mr. Flowers and any other person or persons pursuant to which Mr. Flowers was appointed as director, and there are and have been no transactions, either since the beginning of the Company's last fiscal year or that are currently proposed, regarding Mr. Flowers that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. At the time of this filing, the Board has not determined on which committees Mr. Flowers will serve.

Mr. Flowers is expected to receive compensation for his service on the Board that is consistent with the compensation received by the other independent directors of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 6, 2020.

The press release issued by the Company on June 8, 2021 announcing Mr. Flower’s appointment is attached hereto as Exhibit 99.1. The information furnished pursuant to Item 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Broadridge Financial Solutions, Inc. dated June 8, 2021
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: June 8, 2021

BROADRIDGE FINANCIAL SOLUTIONS, INC.

By: /s/ Adam D. Amsterdam

Adam D. Amsterdam

Corporate Vice President

and General Counsel

Document

EXHIBIT 99.1

Melvin L. Flowers Appointed to Broadridge Board of Directors

New York June 8, 2021 – Broadridge Financial Solutions, Inc. (NYSE:BR), a global Fintech leader, is pleased to announce the appointment of Melvin L. Flowers as an independent member of its Board of Directors, effective June 8, 2021. Following his appointment, Broadridge’s Board consists of 11 members, 9 of whom are independent.

Mr. Flowers worked at Microsoft Corporation for over 16 years, most recently as Corporate Vice President of Internal Audit and Enterprise Risk Management where he oversaw the Internal Audit Department, Enterprise Risk Management team and Financial Integrity Unit with the principal charge of ensuring that management identified and managed key risk across the company and designed and implemented sound internal controls and compliance systems. Prior to that, he served as the Senior Controller for the Mobile and Embedded Devices business, responsible for accounting, management reporting, and internal controls and compliance.

“Melvin is a talented executive whose extensive experience and background in finance and technology will be an asset to the Broadridge Board of Directors,” said Rich Daly, executive chairman of the Board. “We look forward to his insights and perspective as Broadridge continues to focus on its long-term growth, investing in next-gen technology and its business across governance, capital markets and wealth and investment management to help clients be ready for what’s next.”

Mr. Flowers is an experienced finance executive with substantial experience in the technology sector. Prior to Microsoft, he served as the Chief Financial Officer of Novatel Wireless, a NASDAQ-listed Internet of Things (IoT) solutions provider to the telematics market. Before Novatel, he worked as Chief Financial Officer throughout the 1990s at several public and private companies. Mr. Flowers is currently a member of the Board of Trustees of Seattle University where he serves as Chairman of the Audit Committee.

“As a provider of mission-critical infrastructure powering investing, governance and communications, Broadridge plays a unique role in helping clients simplify complexity by leveraging next-gen technology across the financial services industry,” said Mr. Flowers. “I am honored to join the Board and look forward to helping Broadridge continue to grow for the long term and serve its clients and the larger financial services eco-system.”

About Broadridge

Broadridge Financial Solutions (NYSE: BR), a global Fintech leader with over $4.5 billion in revenues, provides the critical infrastructure that powers investing, corporate governance and communications to enable better financial lives. We deliver technology-driven solutions to banks, broker-dealers, asset and wealth managers and public companies. Broadridge’s infrastructure serves as a global communications hub enabling corporate governance by linking thousands of public companies and mutual funds to tens of millions of individual and institutional investors around the world. In addition, Broadridge’s technology and operations platforms underpin the daily trading of on average more than U.S. $10 trillion of equities, fixed income and other securities globally. A certified Great Place to Work®, Broadridge is a part of the S&P 500® Index, employing over 12,000 associates in 21 countries. For more information about us and what we can do for you, please visit www.broadridge.com.

Investors:

W. Edings Thibault

Investor Relations

• 1 516-472-5129

Edings.thibault@broadridge.com

Media:

Gregg Rosenberg

Corporate Communications

+1 212-918-6966

Gregg.rosenberg@broadridge.com