What changed in this filing

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Item 9A. Controls and Procedures

2022-08-12 compared with 2021-08-12 · 35 added, 33 removed, 159 unchanged (30% 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, 2022 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, 2022.

2 unchanged sentences

Chief Executive Officer

/s/ EDMUND REESE

/s/ EDMUND L.

Corporate Vice President, Chief Financial Officer

4 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

17 unchanged sentences

The Exhibits filed as part of this Annual Report on Form 10-K are listed on the Exhibit Index, which Exhibit Index is incorporated by reference in this Annual Report on Form 10-K.

Form 10-K Summary

Not Applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned hereunto duly authorized.

5 unchanged sentences

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

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.

Gokey and Edmund L.

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, 2022

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

/s/ EDMUND L.

REESE Corporate Vice President, Chief Financial Officer

(Principal Financial and Accounting Officer) August 12, 2022

13 unchanged sentences

Director August 12, 2022

Director August 12, 2021

/s/ ANNETTE L.

NAZARETH Director August 12, 2022

/ S / THOMAS J.

Director August 12, 2022

/ S / ALAN J.

Director August 12, 2021

/ S / AMIT K.

5 unchanged sentences

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)

Underwriting Agreement, dated as of December 4, 2019, 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 4, 2019)

Underwriting Agreement, dated as of June 21, 2016, among Broadridge Financial Solutions, Inc.

Morgan Securities LLC, Mitsubishi UFJ Securities (USA), 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 June 2 7 , 2016)

Certificate of Incorporation of Broadridge Financial Solutions, Inc.

11 unchanged sentences

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 and included in Exhibit 4.2 to Form 8-K filed on December 9, 2019)

Description of Securities

8 unchanged sentences

Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.26 to Form 10-K/A filed on October 27, 2010)

Change in Control Enhancement Agreement for Richard J.

Daly (incorporated by reference to Exhibit 10.8 to Form 8-K filed on April 2, 2007)

Amendment No.

1 to Change in Control Enhancement Agreement for Richard J.

Daly (incorporated by reference to Exhibit 10.28 to Form 10-K/A filed on October 27, 2010)

Amendment No.

2, dated September 19, 2013, to the Change in Control Enhancement Agreement, dated as of March 29, 2007 and amended effective December 31, 2008, between Broadridge Financial Solutions, Inc.

and Richard J.

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)

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

Description of Exhibit (1)

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)

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

Officer Severance Plan (incorporated by reference 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

Non-Employee Directors ( incorporated by reference to Exhibi t 10.26 to Form 10-K filed on August 12, 202 1)

Description of Exhibit (1)

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

Non-Employee Directors

Non-Employee Directors (incorporated by reference to Exhibit 10.27 to Form 10-K on August 12, 2021)

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

Corporate Officers

Corporate Officers (incorporated by reference to Exhibit 10.28 to Form 10-K filed on August 12, 2021)

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

Corporate Officers

Corporate Officers (incorporated by reference to Exhibit 10.29 to Form 10-K filed on August 12, 2021)

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

Corporate Officers

Corporate Officers (incorporated by reference to Exhibit 10.30 to Form 10-K filed on August 12, 2021)

Clawback Policy (incorporated by reference to Exhibit 10.1 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)

Novation Agreement, dated July 28, 2021, among Broadridge Financial Solutions, Inc., International Business Machines Corporation and Kyndryl, Inc.

(incorporated by reference to Exhibit 10.

2 to Form 10-Q filed on November 3, 2021)

Novation Agreement, dated August 19, 2021, among Broadridge Financial Solutions, Inc., IBM United Kingdom Limited and Kyndryl UK Limited (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on November 3, 2021)

First Amendment dated as of December 23, 2021 to the Term Credit Agreement dated as of March 27, 2021, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by referen ce to Exhibit 10.1 to Form 10-Q filed on February 1, 2022)

Fi rst Amendment dated as of December 23, 2021 to the 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 refer ence to Exh ibit 10.2 to Form 10-Q filed on February 1, 2022)

Code of Business Conduct and Ethics

10 unchanged sentences

(i) consolidated statements of earnings for the fiscal years ended June 30, 2022, 2021 and 2020, (ii) consolidated statements of comprehensive income for the fiscal years ended June 30, 2022, 2021 and 2020, (iii) consolidated balance sheets as of June 30, 2022 and 2021, (iv) consolidated statements of cash flows for the fiscal years ended June 30, 2022, 2021 and 2020, (v) consolidated statements of stockholders’ equity for the fiscal years ended June 30, 2022, 2021 and 2020, and (vi) the notes to the Consolidated Financial Statements.

Description of Exhibit (1)

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_________________

2 unchanged sentences

* Certain confidential information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it with an asterisk.

This Exhibit has been filed separately with the Secretary of the Securities and Exchange Commission without the redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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