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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 18, 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
(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

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 18, 2021, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”).

At the 2021 Annual Meeting, stockholders approved all of management’s proposals, which were:

1.The election of 11 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, 2022.

Proposal No. 1: To elect 11 directors to hold office until the Annual Meeting of Stockholders in the year 2022 and until their respective successors are duly elected and qualified.

			FOR						AGAINST						ABSTAIN						Broker Non-Votes
Leslie A. Brun			95,033,227						1,800,248						49,668						7,960,768
Pamela L. Carter			95,296,306						1,537,728						49,109						7,960,768
Richard J. Daly			95,201,963						1,415,503						265,677						7,960,768
Robert N. Duelks			91,971,356						4,853,117						58,670						7,960,768
Melvin L. Flowers			96,660,950						169,491						52,702						7,960,768
Timothy C. Gokey			96,309,701						511,550						61,892						7,960,768
Brett A. Keller			95,695,450						1,131,409						56,284						7,960,768
Maura A. Markus			95,717,950						1,112,490						52,703						7,960,768
Annette L. Nazareth			96,698,810						135,616						48,717						7,960,768
Thomas J. Perna			92,891,114						3,937,090						54,939						7,960,768
Amit K. Zavery			96,658,659						171,345						53,139						7,960,768

Proposal No. 2: Advisory vote on the Company’s executive compensation (the Say on Pay Vote).

			FOR						AGAINST						ABSTAIN						Broker Non-Votes
			90,023,358						6,696,949						162,836						7,960,768

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, 2022.

			FOR						AGAINST						ABSTAIN
			103,225,738						1,566,891						51,282

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Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
104						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, 2021

                        BROADRIDGE FINANCIAL SOLUTIONS, INC.

                    

                         By: /s/ Keir D. Gumbs    

                         Keir D. Gumbs

                         Corporate Vice President

and Chief Legal Officer