What changed in this filing

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Item 9A. Controls and Procedures

2021-08-12 compared with 2020-08-11 · 30 added, 24 removed, 162 unchanged (25% of the section changed)

16 unchanged sentences

Management has performed an assessment of the effectiveness of Broadridge’s internal control over financial reporting as of June 30, 2021 based upon criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management excluded from its assessment the internal control over financial reporting for its Itiviti acquisition which closed on May 12, 2021, and whose financial statements constitute 37% of total assets and 1% of total revenues of Broadridge’s consolidated financial statement amounts as of and for the year ended June 30, 2021.

This business will be in scope for management’s assessment as of June 30, 2022.

Based on this assessment, management determined that Broadridge’s internal control over financial reporting was effective as of June 30, 2021.

2 unchanged sentences

Chief Executive Officer

Senior Vice President, Chief Financial Officer

/s/ EDMUND REESE

Corporate Vice President, Chief Financial Officer

Lake Success, New York

29 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Timothy C.

Gokey and James M.

Young, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), any and all amendments to the Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Gokey and Edmund Reese, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), any and all amendments to the Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

3 unchanged sentences

(Principal Executive Officer) August 12, 2021

YOUNG Senior Vice President, Chief Financial Officer

/s/ EDMUND REESE Corporate Vice President, Chief Financial Officer

(Principal Financial and Accounting Officer) August 12, 2021

7 unchanged sentences

Director August 12, 2021

/S/ MELVIN L.

FLOWERS Director August 12, 2021

/ S / BRETT A.

2 unchanged sentences

Director August 12, 2021

/ S / THOMAS J.

6 unchanged sentences

Description of Exhibit (1)

Underwriting Agreement , dated as of December 4, 2019, among Broadridge Financial Solutions, Inc.

Underwriting Agreement, dated as of May 6, 2021, among Broadridge Financial Solutions, Inc.

Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co.

LLC and Wells Fargo Securities , LLC, as representatives of the underwriters listed therein (incorporated by reference to Exhibit 1.1 of Form 8-K filed on December 9, 2019 )

LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein (incorporated by reference to Exhibit 1.1 of Form 8-K filed on May 17, 2021)

Share Purchase Agreement dated March 27, 2021, by and among Broadridge Financial Solutions, Inc., Broadridge Sweden Holdings AB, Cidron Delfi S.À R.L., Itiviti Invest V AB, Itiviti Intressenter AB and Individual MIP Sellers named therein (inc orporate d by re ference to Exhibit 2.1 of Form 8-K filed on March 29 , 2021)

Certificate of Incorporation of Broadridge Financial Solutions, Inc.

4 unchanged sentences

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 30, 2007)

Second Supplemental Indenture dated as of August 21, 2013, by and between Broadridge Financial Solutions, Inc.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed on August 21, 2013)

Form of Broadridge Financial Solutions, Inc.

3.950% Senior Note due 2020 (included in Exhibit 4.2 to Form 8-K filed on August 21, 2013 and incorporated by reference)

Third Supplemental Indenture dated June 27, 2016 by and among Broadridge Financial Solutions, Inc.

2 unchanged sentences

3.400% Senior Note due 2026 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on June 27, 2016)

Description of Securities (incorporated by reference to Exhibit 4.6 to Form 10-K filed on August 6, 2019 )

Fourth Supplemental Indenture dated as of December 9, 2019, by and between Broadridge Financial Solutions, Inc.

1 unchanged sentence

Form of Broadridge Financial Solutions, Inc.

2.900% Senior Note due 2029 (incorporated by reference to Exhibit 4.

3 to Form 8-K filed on December 9, 2019)

2.900% Senior Note due 2029 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on December 9, 2019)

Description of Securities

Fifth Supplemental Indenture dated as of May 17, 2021, by and between Broadridge Financial Solutions, Inc.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed on May 17, 2021 )

Form of Broadridge Financial Solutions, Inc.

2.600% Senior Note due 2031 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on May 17, 2021, and is included in Exhibit 4.2 to Form 8-K filed on May 17, 2021)

Broadridge Financial Solutions, Inc.

12 unchanged sentences

Daly (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 20, 2013)

Description of Exhibit (1)

Termination Amendment to the Change in Control Enhancement Agreement for Richard J.

Daly (incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 10, 2020)

Description of Exhibit (1)

Officer Severance Plan dated September 16 , 2011 (inc orporated by reference to Exhibit 10.1 to Form 8-K filed on Septemb er 20, 2011 )

Officer Severance Plan dated September 16, 2011 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 20, 2011)

Amended and Restated Supplemental Officers Retirement Plan (“SORP”) (incorporated by reference to Exhibit 10.27 to Form 10-K/A filed on October 27, 2010)

18 unchanged sentences

8-K filed on November 14, 2018)

Amended and Restated Credit Agreement, dated as of March 18, 2019, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 18, 2019)

Amended and Restated Executive Retirement and Savings Plan, effective January 1, 2019 (incorporated by reference to Exhibit 10.25 to Form 10-K filed on Augu st 6, 2019)

Amended and Restated Credit Agreement, dated as of April 23, 2021 , among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 23, 2021 )

Amended and Restated Executive Retirement and Savings Plan, effective January 1, 2019 (incorporated by reference to Exhibit 10.25 to Form 10-K filed on August 6, 2019)

Amended and Restated Information Technology Services Agreement, dated December 31, 2019 by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc.

6 unchanged sentences

Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 10, 2020)

Description of Exhibit (1)

Amendment Number One to the Broadridge Financial Solutions, Inc.

Officer Severance Plan

Officer Severance Plan (incor porated by refer ence to Exhibit 10.25 to Form 10-K filed on August 11 , 2020 )

Form of Stock Option Grant Award Agreement for U.S.

Non-Employee Directors (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 6, 2019)

Description of Exhibit (1)

Non-Employee Directors

Form of Deferred Stock Unit Award Agreement for U.S.

Non-Employee Directors (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 6, 2019)

Non-Employee Directors

Form of Restricted Stock Unit Grant Award Agreement (Performance-Based) for U.S.

5 unchanged sentences

Clawback Policy (incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 5, 2020)

Code of Ethics for the Company’s Principal Executive Officer and Senior Financial Officers

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Form 8-K filed on

August 5 , 2020)

Warranty Deed dated March 27, 2021 by and between Broadridge Sweden Holdings AB and persons listed therein as Management Warrantors (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 29, 2021)

Term Credit Agreement as of dated March 27, 2021, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent , (incorporated by reference to Exhibit 10.

2 to Form 8-K filed on March 29, 2021)

Code of Business Conduct and Ethics

Subsidiaries of the Company

15 unchanged sentences

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 9A. Controls and Procedures