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) August 10, 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.

On August 10, 2021, the Board of Directors (the “Board”) of Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) unanimously approved an increase in the Board size from 11 members to 12 members and appointed Annette L. Nazareth as an independent member of the Board, effective immediately. Following the appointment, ten of the 12 Board members are independent including the Lead Independent Director, Les Brun.

The Board has determined that Ms. Nazareth 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 Ms. Nazareth and any other person or persons pursuant to which Ms. Nazareth 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 Ms. Nazareth that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Nazareth is expected to receive compensation for her 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 August 10, 2021 announcing Ms. Nazareth’s appointment is attached hereto as Exhibit 99.1.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Broadridge Financial Solutions, Inc. Press Release dated August 10, 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: August 10, 2021

BROADRIDGE FINANCIAL SOLUTIONS, INC.

By: /s/ Keir D. Gumbs

Keir D. Gumbs

Corporate Vice President

and Chief Legal Officer

Document

Exhibit 99.1

Annette L. Nazareth Appointed to Broadridge Board of Directors

New York August 10, 2021 – Broadridge Financial Solutions, Inc. (NYSE:BR), a global Fintech leader, is pleased to announce the appointment of Annette L. Nazareth as an independent member of its Board of Directors, effective August 10, 2021. Following her appointment, Broadridge’s Board consists of 12 members, 10 of whom are independent.

Ms. Nazareth is a Senior Counsel of Davis Polk & Wardwell and until recently headed the Trading and Markets practice in Davis Polk’s Financial Institutions Group, which is one of the most widely recognized practices in the field. She is an experienced financial markets regulator, former SEC Commissioner, and recognized authority on financial markets regulatory issues. She has spent much of her career advising boards of directors on corporate governance matters.

“Annette is a well-respected thought leader, lawyer and policymaker whose lifetime of experience in government service and around the financial services industry will greatly benefit Broadridge’s Board of Directors,” said Rich Daly, executive chairman of the Board. “As Broadridge continues to focus on growing its business across governance, capital markets and wealth and investment management, we look forward to having Annette’s guidance and viewpoint on how to best address the evolving regulatory landscape as we develop next-gen technology to help clients be ready for what’s next.”

Ms. Nazareth has been a key player in financial services regulation for much of her career. She joined the SEC Staff in 1998 as a Senior Counsel to Chairman Arthur Levitt and then served as Interim Director of the Division of Investment Management. She served as Director of the Division of Market Regulation (now the Division of Trading and Markets) from 1999 to 2005. As Director, she oversaw the regulation of broker-dealers, securities exchanges and clearing agencies. In 2005, she was appointed an SEC Commissioner. During her tenure at the Commission, she worked on numerous groundbreaking initiatives, including execution quality disclosure rules, implementation of equities decimal pricing, short sale reforms, corporate debt transparency rules and modernization of the national market system. Earlier in her career Ms. Nazareth held a number of senior positions at investment banks.

“Broadridge plays a leading role in supporting its clients and the financial services industry ecosystem by developing and delivering the critical infrastructure that powers investing, governance and communications,” said Ms. Nazareth. “As a regulator and in private practice, I have always been impressed with Broadridge’s passion around governance best practices and I look forward to working with management and the Board as we continue to address the new challenges of tomorrow.”

Ms. Nazareth is on the boards of Figure Acquisition Corp I and Athena Technology Acquisition Corp and currently serves as the Operating Lead of a private-sector led international Taskforce on Scaling Voluntary Carbon Markets. She also serves on several not-for-profit boards.

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