What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-08-12 compared with 2020-08-11 · 186 added, 213 removed, 242 unchanged (62% of the section changed)

2 unchanged sentences

Our solutions enable better financial lives by powering investing, governance and communications and help reduce the need for our clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities.

Our services include investor communications, securities processing, data and analytics, and customer communications solutions.

We serve a large and diverse client base across four client groups:

banks/broker-dealers, asset management firms/mutual funds, wealth management firms and corporate issuers.

For capital markets firms, we help our clients lower costs and improve the effectiveness of their trade and account processing operations with support for their operational technologies, and their administration, finance, risk and compliance requirements.

We serve asset management firms by meeting their critical needs for shareholder communications and by providing investment operations technology to support their investment decisions.

For wealth management clients, we provide an integrated platform with tools that optimize advisor productivity, enhance client experience, and digitize enterprise operations.

For our corporate issuer clients, we help manage every aspect of their shareholder communications, including registered and beneficial proxy processing, annual meeting support, transfer agency services and financial disclosure document creation, management and SEC filing services.

We operate our business in two reportable segments:

1 unchanged sentence

Investor Communication Solutions

We provide governance and communications solutions through our Investor Communication Solutions business segment to the following financial services clients:

banks/broker-dealers, asset management firms/mutual funds, wealth management firms and corporate issuers.

In addition to financial services firms, our Customer Communications business also serves companies in the healthcare, insurance, consumer finance, telecommunications, utilities and other service industries.

We provide the following governance and communications solutions through our Investor Communication Solutions business segment:

Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions.

A large portion of our Investor Communication Solutions business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing.

ProxyEdge ® (“ProxyEdge”) is our innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that helps ensure the voting participation of the largest stockholders of many companies.

We also provide the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions that help our clients meet their regulatory compliance needs.

For asset managers and retirement service providers, we offer data-driven solutions and an end-to-end platform for content management, composition, and multi-channel distribution of regulatory, marketing, and transactional information.

We have implemented digital applications to make voting easier for retail investors.

We also provide the distribution of regulatory reports, class action and corporate action/reorganization event information, as well as tax reporting solutions that help our clients meet their regulatory compliance needs.

For asset managers and retirement service providers, we offer data-driven solutions and an end-to-end platform for content management, composition, and omni-channel distribution of regulatory, marketing, and transactional information.

Our data and analytics solutions provide investment product distribution data, analytical tools, insights, and research to enable asset managers to optimize product distribution across retail and institutional channels globally.

1 unchanged sentence

(“Matrix”), we provide mutual fund trade processing services for retirement service providers, third-party administrators, financial advisors, banks and wealth management professionals.

In addition, we provide public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including registered and beneficial proxy distribution and processing services, proxy and annual report document management solutions, virtual shareholder meeting services, and solutions that help them gain insight into their shareholder base through our shareholder data services.

In addition, we provide public corporations and mutual funds with a full suite of solutions to help manage their annual meeting process, including registered and beneficial proxy materials distribution, proxy processing and tabulation services, digital voting solutions, proxy and shareholder report document management solutions, virtual shareholder meeting services, and shareholder data services.

We also offer financial reporting document composition and management solutions, SEC disclosure and filing services, and registrar, stock transfer and record-keeping services through Broadridge Corporate Issuer Solutions.

We provide customer communications solutions which include print and digital solutions, content management, postal optimization, and fulfillment services.

These services include customer communications management capabilities through the Broadridge Communications Cloud SM platform (the “Communications Cloud”).

Through one point of integration, the Communications Cloud helps companies create, deliver, and manage multi-channel communications and customer engagement.

The platform includes data-driven composition tools, identity and preference management, multi-channel optimization and digital communication experience, archive and information management, digital and print delivery, and analytics and reporting tools.

We provide omni-channel customer communications solutions, which include print and digital solutions, to modernize technology infrastructures, simplify communications processes, accelerate digital adoption and improve the customer experience.

Through one point of integration, the Broadridge Communications Cloud SM platform (the “Communications Cloud”) helps companies create, deliver, and manage their communications and customer engagement.

The platform includes data-driven composition tools, identity and preference management, omni-channel optimization and digital communication experience, archive and information management, digital and print delivery, and analytics and reporting tools.

Global Technology and Operations

We are a leading global provider of securities processing solutions for capital markets, wealth management, and asset management firms.

We offer advanced solutions that automate the securities transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, margin, cash management, clearance and settlement, asset servicing, reference data management, reconciliations, securities financing and collateral optimization, compliance and regulatory reporting, and portfolio accounting and custody-related services.

We are a leading global provider of business solutions for capital markets and wealth and investment management firms.

We offer advanced solutions that automate firms’ transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, margin, cash management, clearance and settlement, asset servicing, reference data management, reconciliations, securities financing and collateral optimization, compliance and regulatory reporting, and portfolio accounting and custody-related services.

In addition, we provide business process outsourcing services (“BPO”) that support the entire trade lifecycle operations of our buy- and sell-side clients’ businesses through a combination of our technology and our operations expertise.

For capital markets firms, we help our clients lower their costs and improve the effectiveness of their businesses across the front, middle and back office.

Our core post-trade services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management and manage risk, thereby enabling them to focus on their core business activities.

2 unchanged sentences

We process on average over $9 trillion in equity and fixed income trades per day of United States of America (“U.S.”) and Canadian securities.

With the recent acquisition of Itiviti Holding AB (“Itiviti”), we have strengthened our capabilities with a set of front-office trade order and execution management solutions, connectivity and network offerings which will integrate with our existing middle and back-office solutions.

Our comprehensive wealth management platform offers capabilities across the entire wealth management lifecycle and streamlines all aspects of wealth management services, including account management, fee management and client on-boarding.

The wealth management platform enables full-service, regional and independent broker-dealers and investment advisors to better engage with customers through digital marketing and customer communications tools.

We also integrate data, content and technology to drive new customer acquisition, support holistic advice and cross-sell opportunities through the creation of sales and educational content, including seminars as well as customizable advisor websites, search engine marketing and electronic and print newsletters.

We also integrate data, content and technology to drive new customer acquisition, support holistic and personalized advice and cross-sell opportunities through the creation of sales and educational content, including seminars as well as customizable advisor websites, search engine marketing and electronic and print newsletters.

Our advisor solutions help advisors optimize their practice management through customer and account data aggregation and reporting.

We currently support over 200,000 professionals at more than 300 financial firms with our wealth management solutions.

We offer buy-side techn ology solutions for the global investment management industry, including portfolio management, compliance and operational workflow solutions for hedge funds, family offices, investment managers and the providers that service this space.

Through our Managed Services, we provide business process outsourcing services that support the entire trade lifecycle operations of our buy- and sell-side clients’ businesses through a combination of our technology and our operations expertise.

We also provide support for advisor, investor and compliance workflow.

We currently support over 200,000 professionals at more than 300 financial firms with our wealth management solutions in the U.S.

We also offer buy-side techn ology solutions for the global investment management industry, including portfolio management, compliance and operational workflow solutions for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this space.

We earn our clients’ confidence every day by delivering real business value through leading technology-driven solutions that help our clients get ahead of today’s challenges and capitalize on future growth opportunities.

1 unchanged sentence

As financial institutions look to transform and mutualize their mission-critical but non-differentiating operational and support functions, we have the proven technology, scale, innovation, experience and, most importantly, the clients to achieve this goal and meet their needs.

We define our market opportunity in our strong and growing global businesses in both governance and communications and capital markets, with an additional growth platform in wealth and investment management.

We define our market opportunity in our strong and growing global businesses in both governance and capital markets, with an additional growth platform in wealth and investment management.

Our growth strategy is based on the following key components.

Our business model.

We deliver multi-client technology and managed services primarily through common SaaS-based operations platforms.

We deliver multi-client technology and business process outsourcing services primarily through common SaaS-based operations platforms.

We increasingly create layers of value by driving network benefits to our clients, providing deep data and analytics solutions, and offering a suite of digital capabilities on a single platform.

All of this translates into our core value proposition to be a trusted provider of technology and managed services across a range of analytical, operational and reporting functions.

All of this translates into our core value proposition to be a trusted provider of technology and services across a range of analytical, operational and reporting functions.

Our SaaS offerings allow our clients to mutualize development expenses and our solutions integrate global data services to provide globally-consistent insight to functions and requirements within the financial services industry.

Strong positions in a large and growing financial services market.

Our technology and associates power the critical infrastructure behind investing, governance and communications.

Broadridge makes our clients stronger, and through them, we enable better financial lives for investors around the globe.

Our deep industry knowledge enables our clients to successfully solve complex technological challenges, and inspires trust among and brings novel perspectives to our clients.

2 unchanged sentences

Moreover, these firms are devoting a growing percentage of this spend to third-party technology, operations, and services.

Broadridge, as a trusted outside partner, can undertake streamlining and better integrate this infrastructure and processes.

Broadridge, as a trusted outside service provider, can undertake streamlining and better integrate our clients’ infrastructure and processes.

We expect the efficiencies that result from such undertaking by Broadridge will lead to growth in the market for our solutions.

9 unchanged sentences

Global institutions have a strong need to simplify their complex technology environment, and our SaaS-based, global, multi-asset-class technology platform addresses this need.

We are driving global post-trade management to create transformation opportunities to simplify our clients’ operations, improve performance, evolve to global operating models, adopt new technologies, and enable our clients to better manage their data.

• Wealth Management .

Wealth management clients including full-service, regional and independent broker-dealers, investment advisors, insurance companies and retirement solutions providers are all undergoing unprecedented change.

These firms are in need of partners to help them navigate the demographic shift of advisors and investors, the large generational transference of wealth and the aging of the client experience and operational technologies that are essential to their business.

These market dynamics are driving the need to more seamlessly integrate technology and processes and access to data-centric digital wealth solutions to better service advisors and investors.

This can only be achieved by modernizing their core technology infrastructure.

To address this need, we have developed a holistic wealth management platform solution that provides seamless systems and data integration capabilities and enables firms to improve advisor productivity, investor experience and operational process efficiencies.

As a leader in global trade management, we are driving next-generation solutions that simplify our clients’ operations, improve performance and resiliency, evolve to global operating models, adapt to new technologies, and enable our clients to better manage their data.

We plan to continue building on our global platform capabilities, enabling our clients to simplify and improve their global operations across cash securities and other asset classes.

Our recent acquisition of Itiviti, for example, allows us to expand our services across the trade lifecycle for equities and exchange-traded derivatives and grow our international reach.

We continue to develop component solutions that meet the regulatory, risk, data, and analytics needs of our clients, while also helping to drive more efficient liquidity, price discovery, and improved execution for the firms we serve.

• Wealth and Investment Management.

Wealth and investment management clients, including full-service, regional and independent broker-dealers, investment advisors, insurance companies and retirement solutions providers are all undergoing unprecedented change.

These firms are in need of partners to help them navigate the demographic shift of advisors and investors and the aging of the client experience and operational technologies that are essential to their business.

These market dynamics are driving the need to more seamlessly integrate technology and processes and the need to access data-centric digital wealth solutions to better service advisors and investors.

This can be achieved by simplifying and modernizing their complicated and interwoven legacy systems.

We believe these needs have only accelerated during the Covid-19 pandemic.

To address these demands, we have developed a holistic wealth management platform solution that provides seamless systems and data integration capabilities and enables firms to improve advisor productivity, investor experience and operational process efficiencies.

On-ramp for next-generation technologies.

Across financial services, the pace of change is only accelerating.

Our clients understand that next-generation technology is a key driving force for change and efficiency and there is a need among our client base to leverage this technology to address their critical business challenges.

However, they face obstacles in creating the right investment and, more importantly, in applying the right talent and intellectual capital, which may be focused on their most differentiating functions.

This continues to create opportunities for Broadridge to assist in the areas where we have scale and domain expertise, which includes digital, cloud, blockchain, and artificial intelligence technologies.

This continues to create opportunities for Broadridge to assist in the areas where we have scale and domain expertise, which includes artificial intelligence, blockchain, cloud, digital, and other new technologies.

High engagement and client-centric culture.

Broadridge is client-centric and has created and grown multi-entity infrastructures across a variety of functions with high client satisfaction.

Broadridge conducts a client satisfaction survey for each of its major business units annually, the results of which are a component of all Broadridge associates’ compensation because of the importance of client retention to the achievement of Broadridge’s revenue goals.

We conduct a client satisfaction survey for each of our major business units annually, the results of which are a component of all our associates’ compensation because of the importance of client retention to the achievement of our revenue goals.

We have also built a culture where we focus on having engaged and knowledgeable associates to serve clients well, which in turn creates a real and sustainable advantage.

1 unchanged sentence

All of this creates a culture that benefits our associates, our clients, and our stockholders.

History and Development of Our Company

Broadridge has over 50 years of history in providing innovative solutions to financial services firms and publicly-held companies.

We are the former Brokerage Services division of Automatic Data Processing, Inc.

(“ADP”), which opened for business in 1962 with one client, processing an average of 300 trades per night.

In 1979, ADP expanded its U.S.-based securities processing solutions to process Canadian securities.

Broadridge was incorporated in Delaware as a wholly-owned subsidiary of ADP on March 29, 2007 in anticipation of our spin-off from ADP.

We spun off from ADP and began operating as an independent public company on March 30, 2007.

In January 2019, Timothy C.

Gokey succeeded Richard J.

Daly as Chief Executive Officer of Broadridge.

Investor Communication Solutions

We began offering our proxy services in 1989.

The proxy services business, which has become our Investor Communication Solutions business, leveraged the information processing systems and infrastructure of our Global Technology and Operations business.

Our proxy services offering attracted 31 major clients in its first year of operations.

In 1992, we acquired The Independent Election Corporation of America which further increased our proxy services capabilities.

By 1999, we were handling over 90% of the investor communication distributions for securities held of record by banks and broker-dealers in the U.S.

from proxy statements to annual reports.

During the 1990s, we expanded our proxy services business to serve security owners of Canadian and United Kingdom issuers and we began offering a complete outsourced solution for international proxies.

In 1994, we began offering ProxyEdge, our innovative electronic proxy delivery and voting solution for institutional investors that helps ensure the participation of the largest stockholders of many companies.

In 1998, having previously provided print and distribution services as an accommodation to our securities processing and proxy clients, we began offering account statement and reporting services.

In 2001, we developed and released an electronic document distribution and archiving solution of all investor communications.

We have made several acquisitions to improve and expand the solutions offered through our Investor Communication Solutions segment.

For our asset management clients, we acquired Access Data Corp.

in 2009 to build-out our data and analytics offerings.

We made additional acquisitions adding new global data, insight, and compliance capabilities for our global asset management clients.

We continued to expand our services for asset managers and mutual funds through the acquisition of Matrix, a provider of mutual fund trade processing services for retirement service providers, third party administrators, financial advisors, banks and wealth management professionals in 2011.

Matrix’s operational, trust, custody, trading and mutual fund and exchanged traded funds (“ETFs”) settlement services strengthened Broadridge’s role as a provider of data processing and distribution channel solutions to the mutual fund industry.

We increased the breadth of Matrix’s offerings and enhanced its operational scale through the acquisition of a trade processing business and the acquisition of retirement plan custody and trust assets from TD Ameritrade Trust Company (“TD Ameritrade”), a subsidiary of TD Ameritrade Holding Company.

In addition, we expanded our North American fund industry solutions with European fund compliance solutions through the acquisitions of FundAssist Limited (“FundAssist”) and FundsLibrary Limited (“FundsLibrary”).

In 2016, we expanded our communications solutions through the acquisition of the North American Customer Communications (“NACC”) business of DST Systems, Inc., which was renamed Broadridge Customer Communications and integrated into our then existing customer communications business.

The combination further enhanced our position as a leading provider of print and digital communications.

In 2017, we added to our corporate issuer solutions with the acquisition of Summit Financial Disclosure, LLC (“Summit”), a full-service financial document management solutions provider.

We integrated Summit’s document composition and regulatory filing services with our proxy voting and shareholder communications services to create an end-to-end solution for corporate issuers that spans the entire corporate disclosure lifecycle from private funding, through capital markets transactions and year-round SEC reporting and communications to shareholders.

In 2019, we acquired Fi360, Inc.

(“Fi360”) a provider of fiduciary and Securities and Exchange Commission (the “SEC”) Regulation Best Interest (“Regulation BI”) solutions for the wealth and retirement industry.

Fi360 enhances our retirement solutions by providing wealth and retirement advisors with fiduciary tools that complement our Matrix trust and trading platform.

Global Technology and Operations

Our Global Technology and Operations business has evolved over the past 50 years from being a processer of U.S.

and Canadian securities to a global provider of multi-market, multi-asset class, multi-entity and multi-currency technology solutions and services.

This evolution has occurred through a combination of ongoing organic product development and focused acquisitions that have expanded and enhanced the capabilities of our solutions and the markets we serve.

We made significant additions to our Global Technology and Operations business through two key acquisitions in the mid-1990s.

In 1995, we acquired a London-based provider of multi-currency clearance and settlement services, to become a global supplier of transaction processing services.

In 1996, we acquired a provider of institutional fixed income transaction processing systems.

Our Managed Services business was launched in 2005 with the acquisition of the Bank of America Corporation’s U.S.

Clearing and BrokerDealer Services business.

Over the years, we have expanded the asset class, geographic and market segment coverage of our Managed Services.

Expanded asset classes include futures, over-the-counter derivatives, and non-dollar and fixed income securities.

In addition, we added fee billing for all asset classes and we now support asset managers and entities outside the U.S.

For our capital markets solutions, we added reconciliations and matching capabilities with the acquisition of CityNetworks Ltd.

We broadened our global securities financing and collateral management capabilities through the acquisitions of 4sight Financial Software Limited and Anetics, Inc.

In 2017, we acquired Message Automation Limited, extending our regulatory and compliance capabilities for capital markets firms.

Most recently, we acquired Shadow Financial Systems, Inc.

(“Shadow Financial”) in 2019, which added a market-ready solution for exchanges, inter-dealer brokers and proprietary trading firms, as well as additional capabilities in exchange traded derivatives and cryptocurrency.

For our wealth management solutions, we have made a series of acquisitions that have broadened our suite of wealth-focused technology and advisor communications solutions for broker-dealers, independent broker-dealers and banks.

In 2010, we acquired Forefield, Inc., which has been consolidated with Emerald Connect, LLC, acquired in 2014, to provide financial advisors with content and tools to communicate with their customers.

In 2016, we acquired M&O Systems, Inc., and in 2019 we acquired Financial Database Services, Inc.

These acquisitions have made Broadridge the leading provider of advisor compensation management solutions, as well as strengthened our compliance and advisor onboarding capabilities.

In 2019, we acquired Rockall Technologies Limited (“Rockall”) and expanded our core front-to-back wealth management capabilities, providing innovative securities-based lending (“SBL”) and collateral management technology solutions to help commercial banks manage risk and optimize clients’ securities lending and financing needs.

In 2019, we acquired RPM Technologies (“RPM”), a Canadian provider of enterprise wealth management software solutions and services.

The addition of RPM’s state-of-the-art technology platforms builds upon our Canadian wealth management business, providing a solution set for the retail banking sector with enhanced mutual fund and deposit manufacturing capabilities.

For our asset management solutions, we expanded our securities processing solutions to service buy-side firms with the acquisition of Paladyne Systems in 2011, a provider of an integrated operational solutions platform that provides hedge funds, hedge fund administrators, and asset management firms with mission critical applications to streamline and manage their businesses.

In 2013, we expanded our suite of asset management solutions through the acquisition of Bonaire Software Solutions, LLC, a provider of fee calculation, billing, and revenue and expense management solutions.

In 2015, we acquired QED Financial Systems, Inc., a provider of investment accounting and data management solutions to institutional investors and asset management firms.

In 2019, we acquired ClearStructure Financial Technology, LLC (“ClearStructure”), a global provider of portfolio management solutions for the private debt markets.

The Broadridge Business

Investor Communication Solutions

The Investor Communication Solutions segment’s revenues represented approximately 77% and 80% of our total Revenues in fiscal years 2020 and 2019, respectively, which gives effect to the foreign exchange impact from revenues generated in currencies other than the U.S.

The Investor Communication Solutions segment’s revenues represented approximately 77% of our total Revenues in fiscal years 2021 and 2020, respectively, which gives effect to the foreign exchange impact from revenues generated in currencies other than the U.S.

See “Analysis of Reportable Segments — Revenues” under “Item 701.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The services and solutions provided through our Investor Communication Solutions segment serve the following client groups:

Banks/Broker-Dealers

We handle the entire proxy materials distribution and voting process for our bank and broker-dealer clients.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We provide the following services and solutions through our Investor Communication Solutions segment:

Regulatory Solutions

We handle the entire proxy materials distribution and voting process for our bank, broker-dealer and fund clients.

We offer traditional hard copy and electronic services for the delivery of proxy materials to investors and collection of consents;

maintenance of a database that contains the delivery method preferences of our clients’ customers;

posting of documents on the Internet;

maintenance of a rules engine and database that contains the delivery method preferences of our clients’ customers;

posting of documents on their websites;

e-mail notification to investors notifying them that proxy materials are available;

and proxy voting over the Internet, mobile devices and tablets.

and proxy voting via web or mobile app.

We also have the ability to combine stockholder communications for multiple stockholders residing at the same address which we accomplish by having ascertained the delivery preferences of investors.

We also offer proxy vote solicitation services for the registered clients of fund companies, efficiently managing the entire proxy campaign.

In addition, we provide a complete outsourced solution for the processing of international proxies with the ability to process proxy voting in over 100 international markets.

2 unchanged sentences

Most street name shares are registered in the name “Cede & Co.,” the name used by The Depository Trust and Clearing Corporation (“DTCC”), which holds shares on behalf of its participant broker-dealers and banks.

These participant broker-dealers and banks (which are known as “Nominees” because they hold securities in name only) in turn hold the shares on behalf of their clients, the individual beneficial owners.

Nominees, upon request, are required to provide companies with lists of beneficial owners who do not object to having their names, addresses, and shareholdings supplied to companies, so called “non-objecting beneficial owners” (or “NOBOs”).

These participant broker-dealers and banks (which are known as “Nominees” because they hold securities in name only) in turn hold the shares on behalf of their customers, the individual beneficial owners.

Nominees, upon request, are required to provide companies with the information of beneficial owners who do not object to having their names, addresses, and shareholdings supplied to companies, so called “non-objecting beneficial owners” (or “NOBOs”).

Objecting beneficial owners (or “OBOs”) may be contacted directly only by the broker-dealer or bank.

2 unchanged sentences

Under applicable rules, Nominees must deliver proxy materials to beneficial owners and request voting instructions.

Given the large number of Nominees involved in the beneficial proxy process resulting from the large number of beneficial shareholders, we play a unique, central and integral role in ensuring that the beneficial proxy process occurs without issue for both Nominees and companies.

A large number of Nominees have contracted out the processes of distributing proxy materials and tabulating voting instructions to us.

Nominees accomplish this by entering into agreements with Broadridge and transferring to us via powers of attorney the authority to execute a proxy, which authority the Nominee receives from the DTCC via an omnibus proxy.

Through our agreements with Nominees for the provision of beneficial proxy services, we take on the responsibility of ensuring that the account holders of Nominees receive proxy materials, that their voting instructions are conveyed to the companies conducting solicitations and that these services are fulfilled in accordance with each company’s requirements with respect to its particular solicitation.

In order for us to provide the beneficial proxy services effectively, we interface and coordinate directly with each company to ensure that the services are performed in an accurate and acceptable manner.

With respect to companies, as it would be impracticable and would also increase the costs for companies to work with all of the Nominees through which their shares are held beneficially, companies work with us for the performance of all the tasks and processes necessary to ensure that proxy materials are distributed to all beneficial owners and that their votes are accurately reported.

The SEC rules require public companies to reimburse Nominees for the expense of distributing stockholder communications to beneficial owners of securities held in street name.

Through our agreements with Nominees for the provision of beneficial proxy services, we take on the responsibility of ensuring that the account holders of Nominees receive proxy materials on a timely basis digitally or in print, that their voting instructions are conveyed to the companies and funds conducting solicitations and that these services are fulfilled in accordance with the requirements of their particular solicitation.

In order for us to provide the beneficial proxy services effectively, we interface and coordinate directly with each company and/or fund to ensure that the services are performed in an accurate and timely manner.

With respect to companies and funds, as it would increase the costs for companies and funds to work with all of the Nominees through which their shares are held beneficially, companies and funds work with us for the performance of all the tasks and processes necessary to ensure that proxy materials are distributed on a timely basis to all beneficial owners and that their votes are accurately reported.

The SEC’s rules require public companies to reimburse Nominees for the expense of distributing stockholder communications to beneficial owners of securities held in street name.

The reimbursement rates are set forth in the rules of self-regulatory organizations (“SROs”), including the New York Stock Exchange (“NYSE”).

We bill public companies for the proxy services performed, collect the fees and remit to the Nominee its portion of the fees.

In addition, the NYSE rules establish fees specifically for the services provided by intermediaries in the proxy process, such as Broadridge.

We also compile NOBO lists on behalf of Nominees in response to requests from corporate issuers.

The preparation of NOBO lists is subject to reimbursement by the securities issuers requesting such lists to the broker-dealers.

The reimbursement rates are based on the number of NOBOs on the list produced pursuant to NYSE or other SRO rules.

The rules also provide for certain fees to be paid to third-party intermediaries who compile NOBO lists.

We function as an intermediary in the NOBO process.

We provide institutional investors with a suite of services to manage the entire proxy voting process, including fulfilling their fiduciary obligations and meeting their reporting needs.

In addition, the NYSE rules establish fees for certain services provided by intermediaries such as Broadridge in the proxy process.

The preparation and delivery of NOBO information is subject to reimbursement by the corporate issuers requesting the information.

The reimbursement rates are based on the number of NOBOs produced pursuant to NYSE or other SRO rules.

The rules also determine the fees to be paid to third-party intermediaries, such as Broadridge, who compile the NOBO information on behalf of Nominees who need to respond to corporate issuer requests for NOBO information.

We provide institutional investors with a suite of services to manage and track the entire proxy voting process, including meeting their reporting needs.

ProxyEdge is our innovative electronic proxy delivery and voting solution for institutional investors and financial advisors that integrates ballots for positions held across multiple custodians and presents them under a single proxy.

4 unchanged sentences

ProxyEdge is offered in several languages and there are currently over 7,000 ProxyEdge users worldwide.

In addition to our proxy services, we provide our bank and broker-dealer clients with regulatory communications services including prospectus delivery services.

Our proprietary extraction, normalization and presentment capabilities from the SEC’s EDGAR database have enabled us to provide our bank and broker-dealer and asset management clients with an on-demand solution for prospectus post-sale fulfillment.

In addition to our proxy services, we provide regulatory communications services, including prospectus delivery services.

Our proprietary extraction, normalization and presentment capabilities from the SEC’s EDGAR database have enabled us to provide our clients with an on-demand solution for prospectus post-sale fulfillment.

This process provides efficiency for our clients as it reduces their reliance on offset print and fund delivered inventory.

2 unchanged sentences

We also offer a complete reorganization communications solution to notify investors of reorganizations or corporate action events such as tender offers, mergers and acquisitions, bankruptcies, and class action lawsuits.

Class actions and collective redress proceedings continue to grow in volume and complexity and global recovery options vary by country, resulting in a complex patchwork of participation and filing requirements.

We provide global class action services handling the identification, filing and recovery of class actions and collective redress proceedings involving securities and other financial products.

We also offer our Mailbox products - Advisor Mailbox ™ and Investor Mailbox ® - which support and complement any investor communication strategy.

2 unchanged sentences

Advisor Mailbox streamlines multiple communication paths for all investor-related documents into a single-visit portal that is integrated onto an advisor’s platform.

Asset Management Firms/Mutual Funds

We provide a full range of data-driven solutions that help our asset management and retirement services clients grow revenue, operate efficiently, and maintain compliance.

Our regulatory communications solutions enable global asset managers to communicate with large audiences of investors efficiently and reliably by centralizing all investor communications through one resource.

In addition, we provide international corporate governance solutions addressing clients’ needs within Europe, the Middle East and Africa (“EMEA”) and the Asia-Pacific (“APAC”) region.

Our offerings help clients address evolving requirements for stronger governance, greater transparency and improved insights derived from data analytics.

These solutions are a direct extension of our U.S.

and Canadian businesses and in many cases serve the same client base.

Our international solutions help clients sharpen focus on their core businesses while helping them maintain regulatory compliance, reduce costs, improve efficiency and gain data insights.

As part of our international corporate governance solutions, our Global Proxy solution includes services similar to those provided by our U.S.

and Canadian proxy businesses.

In 2021, with the effectiveness of the European Union Shareholder Rights Directive II (“SRD II”), we have implemented an SRD II component to our Global Proxy solution.

SRD II requires banks and broker-dealers that invest in European securities to provide all investors, retail and institutional, the ability to vote, disclose shareholder information upon request and distribute meeting or corporate action notices to all customers.

Our SRD II solution helps our clients meet their SRD II compliance obligations and provides a seamless proxy voting platform for our clients’ retail and institutional customers.

Data-Driven Fund Solutions

We provide a full range of data-driven solutions that help our asset management and retirement service provider clients grow revenue, operate efficiently, and maintain compliance.

Our communications solutions enable global asset managers to communicate with large audiences of investors efficiently and reliably by centralizing all investor communications through one resource.

We provide composition, printing, filing, and distribution services for regulatory reports, prospectuses and proxy materials, as well as proxy solicitation services.

We manage the entire communications process with both registered and beneficial stockholders.

Our marketing and transactional communications solutions provide a content management and multi-channel distribution platform for marketing and sales communications for asset managers and retirement service providers.

Our marketing and transactional communications solutions provide a content management and omni-channel distribution platform for marketing and sales communications for asset managers and retirement service providers.

In addition, our data and analytics solutions provide investment product distribution data, analytical tools, and insights and research to enable asset managers to optimize product distribution across retail and institutional channels globally.

We also provide mutual fund and ETF trade processing services for retirement service providers, third-party administrators, financial advisors, banks and wealth management professionals through Matrix.

Matrix’s operational, trust, custody, trading and mutual fund and ETF settlement services are integrated into our product suite thereby strengthening Broadridge’s role as a provider of insight, technology and managed services to the asset management and retirement industry.

Corporate Issuers

We also provide mutual fund and exchange-traded funds trade processing services for retirement service providers, third-party administrators, financial advisors, banks and wealth management professionals through Matrix.

Matrix’s operational, trust, custody, trading and mutual fund and exchange-traded funds settlement services are integrated into our product suite thereby strengthening Broadridge’s role as a provider of insight, technology and business process outsourcing to the asset management and retirement industry.

Our fiscal year 2020 acquisition of FundsLibrary has added the capabilities to provide fund document and data dissemination in the European market.

FundsLibrary links fund managers to distributors and investors to provide complete, accurate and timely information supporting fund sales.

The solution helps fund managers increase distribution opportunities, comply with both United Kingdom domestic and European Union regulations such as Solvency II and MiFID II, and makes information easily accessible for investors in a digital format.

FundsLibrary has been combined with the FundAssist business we acquired in 2018 to form Fund Communication Solutions.

The combined solution provides funds with a single, integrated provider to manage data, perform calculations, compose documents, manage regulatory compliance and disseminate information across multiple jurisdictions.

Corporate Issuer Solutions

We provide governance and communications services to corporate issuers.

We are the largest processor and provider of investor communication solutions to public companies through the performance of beneficial proxy services.

We also provide disclosure solutions and transfer agency services providing corporate issuers a single source solution that spans the entire corporate disclosure and shareholder communications lifecycle.

We also offer disclosure solutions and transfer agency services providing corporate issuers a single source solution that spans the entire corporate disclosure and shareholder communications lifecycle.

Our governance and communications services include a full suite of annual meeting solutions:

• Proxy services – we provide complete project management for the entire annual meeting process including registered and beneficial proxy materials distribution, vote processing and tabulation through our ShareLink ® tool.

• Virtual Shareholder Meeting™ – electronic annual meetings on the Internet, either on a stand-alone basis, or in conjunction with in-person annual meetings, including shareholder validation and voting services and the ability for shareholders to ask questions and for management to respond during the meetings.

• We also offer tools for corporate issuers to help them better engage with their shareholders and other stakeholders in connection with the annual meeting process as well as on an ongoing basis throughout the year.

These services include data and analytics tools to help issuers understand their shareholder base and voting behavior.

• We offer tools for corporate issuers to help them better engage with their shareholders and other stakeholders in connection with the annual meeting process as well as on an ongoing basis throughout the year.

These services provide aggregated shareholder data and analytics, shareholder delivery preferences and voting trends.

• We also offer environmental, social and governance (“ESG”) services to corporate issuers through which we help our clients identify industry best practices and advise them on aligning with leading ESG frameworks.

Our disclosure solutions provide compliance reporting and transactional reporting services for public companies including the following:

7 unchanged sentences

Customer Communications Solutions

We support financial services, healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries with their customer communications management strategies for transactional (statements and bills), marketing (personalized microsites and direct mail) and regulatory communications (proxies and explanation of benefits).

These services include print and digital solutions, content management, postal optimization, and fulfillment services.

We support financial services, healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries with their omni-channel customer communications management strategies for transactional communications, such as statements and bills, marketing communications, such as personalized microsites and campaigns, and regulatory communications, such as proxy materials and explanation of benefits.

The Communications Cloud provides our clients the flexibility to implement only the modules and delivery channels needed to address their specific communication needs.

The platform’s open application programming interfaces and self-servicing tools help our clients improve their communications systems’ efficiency and productivity.

Through the Communications Cloud, our clients can:

• utilize flexible and scalable composition options to create relevant content that drives customer action (apply, enroll, service, click, vote, pay and more);

• leverage flexible and scalable self-service and managed service composition tools to create relevant content that drives customer action (apply, enroll, service, click, vote, pay and more);

• manage and consolidate customer profiles, preferences and consents;

• optimize content across channels to accelerate delivery, reduce costs, and help them meet regulatory requirements and quality controls on customer communications;

• store and retrieve communications with best-in-class security;

• deliver communications across channels, including print, website and mobile apps, secure email, personal cloud, and online banking, and send notifications via email, short message service (SMS) and push/app;

• transform digital and print communications through the optimization of content across channels to accelerate delivery, reduce costs, and help our clients meet regulatory requirements and quality controls;

• store and retrieve communications with best-in-class security to manage risk;

• deliver personalized communications across channels, including interactive microsites, email, short message service, presentment, online banking and payments, personal cloud services, print and mail;

• gain comprehensive reporting and analytics to improve communications and increase engagement based on customer behaviors.

International Solutions

We provide regulatory and communications solutions addressing clients’ needs within Europe, the Middle East and Africa (“EMEA”) and the Asia-Pacific region (“APAC”).

Our offerings help clients address evolving requirements for stronger governance, greater transparency and improved insights derived from data analytics.

These solutions are a direct extension of our U.S.

and Canadian businesses and in many cases serve the same client base.

Our international solutions help clients sharpen focus on their core businesses while helping them maintain regulatory compliance, reduce costs, improve efficiency and gain data insights.

Our Global Proxy solution includes services similar to those provided by our U.S.

and Canadian proxy businesses.

In September 2020, the European Union will adopt the Shareholder Rights Directive II (“SRD II”), which will increase engagement between corporate issuers and beneficial owners.

We have designed and implemented a SRD II component of our Global Proxy solution for both custodians and wealth managers.

Our fiscal year 2020 acquisition of FundsLibrary has added the capabilities to provide fund document and data dissemination in the European market.

FundsLibrary links fund managers to distributors and investors to provide complete, accurate and timely information supporting fund sales.

FundsLibrary has been combined with the FundAssist business we acquired in 2018 to form Fund Communication Solutions.

Global Technology and Operations

3 unchanged sentences

Tax, custody, accounting and record-keeping requirements must be complied with in connection with the transaction and the customer’s account information must correctly reflect the transaction.

The accurate processing of trading activity and custody activity requires effective automation and information flow across multiple systems and functions within the brokerage firm and across the systems of the various parties that participate in the execution of a transaction.

Our Global Technology and Operations segment provides solutions that automate the securities transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services.

The accurate processing of trading activity from its initial inception and custody activity requires effective automation and information flow across multiple systems and functions within the firm and across the systems of the various parties that participate in the execution of a transaction.

Our Global Technology and Operations segment provides solutions that automate the front-to-back transaction lifecycle of equity, mutual fund, fixed income, foreign exchange and exchange-traded derivatives, from order capture and execution through trade confirmation, margin, cash management, clearing and settlement, reference data management, reconciliations, securities financing and collateral management, asset servicing, compliance and regulatory reporting, portfolio accounting and custody-related services.

Our solutions provide automated straight through processing operations and enable buy- and sell-side financial institutions to efficiently and cost-effectively consolidate their books and records, gather and service assets under management, focus on their core businesses, and manage risk.

With our multi-market, multi-asset class, multi-entity and multi-currency capabilities, we provide post-trade processing on a global basis.

With our multi-market, multi-asset class, multi-entity and multi-currency capabilities, we provide trade processing on a global basis.

In addition, we provide business process outsourcing services for our buy- and sell-side clients’ businesses.

These services combine our technology with our operations expertise to support the entire trade lifecycle, including securities clearing and settlement, reconciliations, record-keeping, wealth management asset servicing, and custody-related functions.

The Global Technology and Operations segment’s revenues represented approximately 25% and 26% of our total Revenues in fiscal years 2021 and 2020, respectively, which gives effect to the foreign exchange impact from revenues generated in currencies other than the U.S.

2 unchanged sentences

Capital Markets Solutions

We provide a set of sophisticated, multi-entity and multi-currency systems that support real-time processing of securities transactions in North American equities, options, fixed income securities, and mutual funds.

Our core post-trade processing systems support real-time processing of primarily equity and option transactions in the U.S.

and Canadian markets.

Our post-trade processing platform is provided on a SaaS basis and handles the entire securities processing cycle from order management to clearance, settlement and custody, and assists our clients in meeting their regulatory reporting and other post-trade requirements.

We also provide specialized transaction processing tools and services for small to mid-market financial firms in Canada.

In addition, we provide the most comprehensive fixed income transaction processing capabilities to support clearance, settlement, custody, P&L reporting and regulatory reporting for domestic and foreign fixed income instruments.

We provide a set of multi-asset, multi-entity and multi-currency post-trade, trading and connectivity solutions that support real-time processing of securities transactions in equities, options, fixed income securities, and mutual funds.

Our solutions enable global capital markets firms to access market liquidity, drive more effective market making and efficient front-to-back trade .

Our global post-trade processing platforms are provided on a SaaS basis and handle the entire securities processing cycle from order management to clearance, settlement and custody, and assists our clients in meeting their regulatory reporting and other post-trade requirements.

We offer these services to support clearance and settlement activities with direct connectivity solutions in the major markets.

These services include reference data management, securities financing, securities-based lending, collateral management, trade and transaction reporting, reconciliations, financial messaging and asset servicing.

Our solutions can be deployed as a complete post-trade service as well as discrete components supporting financial institutions.

In addition, we provide comprehensive fixed income transaction processing capabilities to support clearance, settlement, custody, P&L reporting and regulatory reporting for domestic and foreign fixed income instruments.

Our solution includes extensive support for mortgage-backed securities and other structured products.

1 unchanged sentence

The solution offers real-time straight through processing capabilities, enterprise-wide integration and a robust technology infrastructure - all focused on supporting firms specializing in the fixed income marketplace.

Wealth Management Solutions

In 2021, with the acquisition of Itiviti, a leading provider of trading and connectivity technology to the capital markets industry, we now offer a set of global front-office trade order and execution management systems, connectivity and network offerings.

The acquisition adds a complementary set of solutions to our existing post-trade product suite and other capital markets capabilities.

The combination is expected to enable our clients to streamline their front-to-back technology platforms and operations and increase straight-through-processing efficiencies, across equities, fixed income, exchange-traded derivatives, and other asset classes.

Wealth and Investment Management Solutions

We deliver business critical data, technology solutions and marketing services to enable full-service, regional and independent broker-dealers and investment advisors to better engage with customers to help grow their business.

6 unchanged sentences

Our marketing operations and automation platform enables firms to manage marketing activities efficiently across field offices and branch locations using consistent standards.

The platform provides unique data and analytical capabilities designed to increase marketing and sales effectiveness.

We integrate data, content and technology to drive new client acquisition and cross-sell opportunities through the creation of sales and educational content, including seminars and a library of financial planning topics as well as customizable advisor websites, search engine marketing and electronic and print newsletters.

Our digital marketing and content capabilities leverage analytics and machine-learning to enable financial advisors and wealth management firms to grow their businesses and deepen relationships with their clients.

Financial advisors and wealth management firms can tap into our digital tools and library of multi-channel content to personalize touchpoints to engage their clients and prospects across digital channels including websites, social media, e-mail and mobile.

Asset Management Solutions

We provide buy-side technology solutions for the global investment management industry.

Our asset management solutions are portfolio management, compliance and operational support solutions such as order management, data warehousing, reporting, reference data management, risk management and portfolio accounting for hedge funds, family offices, investment managers and the providers that service this space including prime brokers, hedge fund administrators and custodians.

The platform provides unique data and analytical capabilities designed to enhance marketing, educate investors and increase sales effectiveness.

Financial advisors and wealth management firms can tap into our digital tools and library of omni-channel content to personalize touchpoints to engage their customers and prospects across digital channels including websites, social media, e-mail and mobile.

We also provide buy-side technology solutions for the global investment management industry.

Our asset management solutions are portfolio management, compliance, fee billing and operational support solutions such as order management, data warehousing, reporting, reference data management, risk management and portfolio accounting and fee billing for hedge funds, family offices, alternative asset managers, traditional asset managers and the providers that service this space including prime brokers, fund administrators and custodians.

The client base for these services includes institutional asset managers, public funds, start-up or emerging managers through some of the largest global hedge fund complexes and global fund administrators.

We have integrated our business process outsourcing expertise with our investment management solutions to offer a set of managed services to asset management firms.

Managed Services

Our business process outsourcing services support the operations of our buy- and sell-side clients’ businesses.

International Solutions

We provide advanced real-time, multi-asset and multi-currency post-trade processing solutions to support the processing of a broad range of equity, fixed income, foreign exchange and exchange traded derivative securities for global financial institutions.

We primarily offer these services on a SaaS basis and support clearance and settlement activities in over 90 countries with direct connectivity solutions in the major markets.

We have also acquired and developed a series of solutions that are directly adjacent to our post-trade processing services.

Our solutions can be deployed as a complete post-trade service as well as discrete components supporting financial institutions.

We serve a large and diverse client base across four client groups:

banks/broker-dealers, asset management firms/mutual funds, corporate issuers and wealth management firms.

We serve a large and diverse client base including banks, broker-dealers, mutual funds, retirement service providers, corporate issuers and wealth and asset management firms.

Our clients in the financial services industry include retail and institutional brokerage firms, global banks, mutual funds, asset managers, insurance companies, annuity companies, institutional investors, specialty trading firms, clearing firms, third-party administrators, hedge funds, and financial advisors.

Our corporate issuer clients are typically publicly held companies.

In addition to financial services firms, our Customer Communications business services other corporate clients in the healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries with their essential communications.

In addition to financial services firms, we service corporate clients in the healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries with their essential communications.

In fiscal year 2021, we:

5 unchanged sentences

• provided fixed income trade processing services to 20 of the 24 primary dealers of fixed income securities in the U.S.

In fiscal year 2020, we derived approximately 20% of our consolidated revenues from five clients.

Our largest single client accounted for approximately 6% of our consolidated revenues.

We operate in a highly competitive industry.

1 unchanged sentence

We also face competition from numerous firms in the compiling, printing and electronic distribution of statements, bills and other customer communications.

Our Global Technology and Operations business principally competes with brokerage firms that perform their trade processing in-house, and with numerous other outsourcing vendors.

Our back-office support services offered through this segment also compete with very large financial institutions that manage their own back-office record-keeping operations.

We have several information processing systems which serve as the core foundation of our technology platform.

Within our Global Technology and Operations business, our capital markets solutions compete with in-house operations and vendors that provide trade processing, back-office record keeping, and sell-side order and execution management systems.

Similarly, our wealth management solutions compete with service providers that deliver data, technology solutions, and marketing services, and our investment management solutions compete with firms that provide portfolio management, compliance and operational support solutions.

We have several information processing systems that serve as the core foundation of our technology platform.

We leverage these systems in order to provide our services.

3 unchanged sentences

This scalability and redundancy allows us to provide high degrees of system availability.

As part of Broadridge’s technology strategy, we leverage traditional data center services as well as private cloud and public cloud services.

In 2010, we entered into an Information Technology Services Agreement (the “IT Services Agreement”) with International Business Machines Corporation (“IBM”), which was amended and restated in 2019 (the “Amended IT Services Agreement”).

3 unchanged sentences

In 2019, we entered into an information technology agreement with IBM for private cloud services (the “IBM Private Cloud Agreement”) under which IBM will operate, manage and support the Company’s private cloud global distributed platforms and products, and operate and manage certain Company networks.

Most of our systems and applications process in highly resilient data centers that employ multiple active power and cooling distribution paths, redundant components, and are capable of providing 99.995% availability.

Most of our systems and applications operate in highly resilient data centers that employ multiple active power and cooling distribution paths, redundant components, and are capable of providing 99.995% availability.

Additionally, the data centers provide infrastructure capacity and capability to permit any planned activity without disruption to the critical load, and can sustain at least one worst-case, unplanned failure or event with no critical load impact.

2 unchanged sentences

Our products and services are designed with reliability, availability, scalability, and flexibility so that we can fully meet our clients’ processing needs.

These applications are built in a manner which allows us to meet the breadth and depth of requirements of our financial services industry clients in a highly efficient manner.

These applications are built in a manner that allows us to meet the breadth and depth of requirements of our financial services industry clients in a highly efficient manner.

We continually upgrade, enhance, and expand our existing products and services, taking into account input from clients, industry-wide initiatives and regulatory changes affecting our clients.

13 unchanged sentences

It specifies the requirements for the implementation of security controls customized to the needs of individual organizations.

This standard addresses confidentiality, access control, vulnerability, business continuity, and risk assessment.

The ISO 27001 standard addresses confidentiality, access control, vulnerability, business continuity, and risk assessment.

Additionally, Broadridge is utilizing the National Institute of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity (the “NIST Framework”) issued by the U.S.

16 unchanged sentences

As a provider of technology services to financial institutions, certain aspects of our U.S.

operations are subject to regulatory oversight and examination by the Federal Financial Institutions Examination Council (“FFIEC”), an interagency body of the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the National Credit Union Administration and various state regulatory authorities.

Periodic examinations by the FFIEC generally include areas such as data privacy, disaster recovery, information security, and third-party vendor management to identify potential risks related to our services that could adversely affect our banking and financial services clients.

Periodic examinations by the FFIEC generally include areas such as internal audit, risk management, business continuity planning, information security, systems development, and third-party vendor management to identify potential risks related to our services that could adversely affect our banking and financial services clients.

In addition, our business process outsourcing, mutual fund processing and transfer agency solutions, as well as the entities providing those services, are subject to regulatory oversight.

40 unchanged sentences

There has been increased public attention regarding the use of personal information and data transfer, accompanied by legislation, regulations and enforcement activity intended to strengthen data protection, information security and consumer and personal privacy.

We and certain of our affiliates are certified under the EU-US and Swiss-US Privacy Shield Framework which provides a mechanism to comply with data protection requirements when transferring personal data from the European Union and Switzerland to the U.S.

As a processor of personal information in our role as a provider of services to financial institutions, we are also subject to the jurisdiction of the FTC with respect to its enforcement of the Privacy Shield Framework.

The law in this area continues to develop and the changing nature of privacy laws in the U.S., the European Union and elsewhere could impact our processing of personal information of our employees and on behalf of our clients.

The European Union Parliament adopted the comprehensive General Data Protection Regulation (“GDPR”) that became effective in May 2018.

T he California Consumer Privacy Act (“CCPA”), which became effective as of January 2020, creates new individual privacy rights for California consumers and places additional privacy and security obligations on entities handling certain personal data of consumers or households.

We have been following the CCPA and its developments, including recent amendments, the release of proposed regulations, and the new CCPA ballot initiative scheduled for some time in the future.

In our role as a service provider under CCPA, we help facilitate clients in their compliance obligations, in addition to confirming compliance by our own vendors.

We continually monitor the privacy and information security laws and regulations and w hile we believe that we are compliant with our regulatory responsibilities, information security threats continue to evolve resulting in increased risk and exposure.

For example, the European Union Parliament adopted the comprehensive General Data Protection Regulation (“GDPR”) and t he California Consumer Privacy Act (“CCPA”) became effective as of January 2020 and the California Consumer Privacy Rights Act (“CPRA”) will become effective on January 1, 2023.

In addition, several U.S.

states have also recently adopted new privacy laws or are proposing to pass their own state privacy laws.

We continually monitor privacy and information security laws and regulations and w hile we believe that we are compliant with our regulatory responsibilities, information security threats continue to evolve resulting in increased risk and exposure.

In addition, legislation, regulation, litigation, court rulings, or other events could expose Broadridge to increased costs, liability, and possible damage to our reputation.

6 unchanged sentences

We have developed procedures and controls that are designed to monitor and address legal and regulatory requirements and developments to protect against having direct business dealings with such prohibited countries, individuals or entities.

Compliance with laws and regulations that are applicable to our international operations is complex and may increase our cost of doing business in international jurisdictions.

Our international operations could expose us to fines and penalties if we fail to comply with these regulations.

Compliance with laws and regulations that are applicable to our businesses with an international reach can be complex and may increase our cost of doing business in international jurisdictions.

Our international business could expose us to fines and penalties if we fail to comply with these regulations.

These laws and regulations include import and export requirements, trade restrictions and embargoes, data privacy requirements, labor laws, tax laws, anti-competition regulations, U.S.

5 unchanged sentences

The recurring periodic activity of this business is linked to significant filing deadlines imposed by law on public reporting companies.

Historically, this has caused our revenues, operating income, net earnings, and cash flows from operating activities to be higher in our fourth fiscal quarter than in any other quarter.

Beginning on July 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No.

2014-09 “Revenue from Contracts with Customers” and its related amendments (collectively “ASU No.

2014-09”), resulting in the majority of our revenues from equity proxy services being recognized in the third and fourth fiscal quarters.

Notwithstanding the impact of ASU No.

This has caused our revenues, operating income, net earnings, and cash flows from operating activities to be higher in our third and fourth fiscal quarters.

The seasonality of our revenues makes it difficult to estimate future operating results based on the results of any specific fiscal quarter and could affect an investor’s ability to compare our financial condition, results of operations, and cash flows on a fiscal quarter-by-quarter basis.

At June 30, 2020, we had over 12,000 employees.

None of our employees are subject to collective bargaining agreements governing their employment with our company.

We believe that our employee relations are good.

Human Capital Management

As of June 30, 2021, we had 13,704 full-time associates, of which approximately 56% were employed in the Americas, 12% in Europe, and 32% in the APAC region, where a substantial number of associates are in India.

None of our associates are subject to collective bargaining agreements and we believe that our employee relations are good.

We are driven by the success of each of our associates, and we recognize that it is because of their hard work, talent and commitment that we continue to deliver outstanding results for our clients.

That is why we strive to provide a workplace that fosters a collaborative and supportive culture where everyone feels welcomed, accepted and empowered to be their best.

At the center of our associate engagement efforts is the concept of the Service-Profit Chain, where engaged associates deliver world-class service, which creates satisfied clients and, in turn, produces strong, long-term value for stockholders.

Our Board of Directors believes that human capital management and succession planning are vital to our success.

The Compensation Committee of the Company’s Board of Directors has oversight over human capital management matters, including initiatives and programs that concern our culture, talent, recruitment, retention and associate engagement.

In addition, our Chief Human Resources Officer and our Chief Diversity Officer report to our Board periodically on our initiatives and progress on diversity, equity and inclusion practices.

The Board annually reviews the Company’s executive talent including the Company’s leadership bench and succession planning.

Diversity, Equity and Inclusion

We are dedicated to fostering a diverse, equitable, inclusive and healthy environment.

As a leading provider of technology, communications and data and analytics solutions to businesses around the world, it is critical that we understand, embrace and operate in a multicultural environment.

Every associate has unique strengths, which, when fully appreciated and embraced, allows everyone to perform at their best, leading to our success.

Our goal is to ensure our associates at every level of the organization better represent the diversity of the clients we serve and communities in which we work.

We are committed to advancing diversity, equity and inclusion initiatives and values into our culture.

We have an Executive Diversity Committee, chaired by our President, that meets quarterly and provides insight and recommendations on critical diversity, equity and inclusion-related opportunities and issues.

In addition, we support a number of associate-led employee resource groups (our Associate Networks), where associates with similar backgrounds and interests can find peer support, shape company culture, receive mentorship and sponsorship from senior members and develop their careers.

In 2020, we appointed a Chief Diversity Officer, whose role is to design and implement a holistic diversity, equity and inclusion strategy, and partner with our business units to develop the resources and competencies needed to drive this strategy.

Our Chief Diversity Officer is a member of the Executive Diversity Committee and provides regular updates to our Chief Executive Officer and executive leadership team.

In addition, the Chief Diversity Officer serves as an advisor on global initiatives, such as our Associate Networks, and our recruitment and compliance efforts.

Talent and Development

We believe that our associates are among our most important assets.

Encouraging professional development opportunities is a core part of our culture.

One important resource we provide our associates is Broadridge University, a comprehensive suite of online courses and on-site training.

We also have a tuition reimbursement program, and we support participation in external learning opportunities.

In 2021, we launched our reverse mentoring program, which supports associate engagement and increasing a sense of belonging and inclusion by aligning associates from all levels and backgrounds (including but not limited to different generations, race, gender, ability, and sexual orientation) to serve as mentors to senior leaders.

Health, Safety and Wellness

We are committed to providing a safe workplace.

We continuously strive to meet or exceed all laws, regulations and accepted practices pertaining to workplace safety.

We have developed extensive safety policies, standards and procedures to which all associates are required to comply.

Our policies are based on both U.S.

Occupational Safety and Health Administration standards and site-specific guidelines to ensure that associates work in a safe and healthy environment.

At our larger production facilities and at certain other locations, we house on-site Wellness Centers staffed with physicians, nurse practitioners and physician assistants who provide a wide variety of medical services at no cost to our associates.

As we navigate the Covid-19 pandemic, the well-being of our associates is one of our highest priorities.

We have taken numerous steps in support of these priorities, including remote work for our non-production associates, and stringent safety and disinfecting measures in our facilities to mitigate the spread of the virus.

We removed economic pressure to work by providing extended leave for those who are ill, quarantined, or have a family member in a high-risk group.

The Broadridge Pandemic/Covid-19 Committee continues to track the latest developments of the pandemic.

We have deployed a task force focused on re-opening our offices to the highest safety standards, including monitoring the external environment, usage of personal protective equipment, providing financial incentives for vaccination, and other measures.

Associate Compensation and Benefits

We have demonstrated a history of investing in our workforce by offering competitive salaries and wages.

In addition, we offer various types of compensation, which vary by associate role and country/region, and may include annual bonuses, stock awards, and retirement savings plans.

In addition we offer the following benefits (which may vary by country/region):

healthcare and insurance benefits, tax efficient or savings programs, such as health and dependent care flexible spending accounts, health savings account and pretax commuter benefits or green transport tax savings schemes, paid time off, paid parental leave, quarantine and Covid leave, vaccination time off, life and disability insurance, business travel accident insurance, charitable gift matching, tuition assistance and on-site health centers, among others.

Associate Engagement

We regularly conduct multiple surveys and focus groups to assess associate engagement and determine if and how perspectives have changed over time.

Our surveys and focus group practices allow our associates to share their views on our workplace, the importance of various aspects of work life, among other topics.

The themes and insights of our associate feedback are shared with our executive leadership and has been instrumental in shaping our approach to planning for the future of our workplace.

In 2021, our employee engagement score rose 8% from 2020, and for the third consecutive year, we received U.S.

and Canada certification from Great Place to Work ® for our outstanding workplace culture.

We also received certification in India for the fourth consecutive year and first-time certification in the United Kingdom, Ireland, and Russia.

The Great Place to Work Institute is a global authority on high-trust, high-performance workplaces.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business