What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-08-08 compared with 2022-08-12 · 124 added, 134 removed, 286 unchanged (47% of the section changed)

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Investor Communication Solutions

The Investor Communication Solutions segment’s revenues represented approximately 75% and 77% of our total Revenues in fiscal years 2022 and 2021, respectively, which gives effect to the foreign exchange impact from revenues generated in currencies other than the United States of America (“U.S.”) dollar.

Our Regulatory Solutions, Data-Driven Fund Solutions, Corporate Issuer Solutions, and Customer Communications Solutions are provided as part of the Investor Communication Solutions segment.

The Investor Communication Solutions segment is the larger of our two business segments and its revenues represented approximately 75% and 75% of our total Revenues in fiscal years 2023 and 2022, respectively, including the foreign exchange impact from revenues generated in currencies other than the United States of America (“U.S.”) dollar.

See “Analysis of Reportable Segments — Revenues” under “Item 7.

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Regulatory Solutions

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

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

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

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posting of documents on their websites;

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

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.

email notification to investors notifying them that proxy materials are available;

and proxy voting via paper, telephone, online or mobile app.

We 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.

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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 Nominees, companies and investors.

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

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

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.

We provide portfolio-specific solutions for the retirement and annuity markets.

We have integrated this functionality into additional capabilities to offer an efficient fulfillment model for regulatory and compliance distributions.

Additionally, we offer a complete reorganization communications solution to notify investors of U.S.

reorganizations or corporate action events such as tender offers, mergers and acquisitions, bankruptcies, and class action lawsuits.

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

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

Our Investor Mailbox solution provides the electronic delivery of investor communications to our clients’ websites or mobile apps, enabling investor access to regulatory delivery notices, day-to-day account and investment information and convenient response tools.

Our Advisor Mailbox is an electronic communications platform for financial advisors that delivers immediate electronic access to the communications and documents sent to such advisors’ customers.

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

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 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.

Our pass-through voting solutions support fund clients in providing individual investors the ability to participate in the proxy voting process, helping them to expand their investor engagement efforts and receive valuable input for important investment decisions.

Broadridge’s institutional solution helps asset managers split the vote in portfolio companies and pass directly to institutional investors on a proportional basis.

For retail investors, our solutions allow funds to poll their investors on voting preferences and provides investors the ability to give voting instructions, set standard voting preferences, or potentially cast a vote at pre-determined meetings.

In addition to our proxy services, we provide regulatory communications services that assist our fund clients in meeting their regulatory requirements.

These services include prospectus delivery, distribution of annual and semi-annual shareholder reports, trade confirmations, account statements and other communications.

Our clients have the ability to create and distribute these communications via print, e-delivery, online and mobile.

In addition to our fund solutions, we also provide a range of other regulatory communications solutions, including reorganization communications notifying investors of U.S.

reorganizations or corporate action events such as tender offers, mergers and acquisitions, and bankruptcies, and global class action services for the identification, filing and recovery of class actions and collective redress proceedings involving securities and other financial products.

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

These solutions include our global proxy and shareholder rights compliance services, as well as environmental, social and governance (“ESG”) offerings and shareholder meeting analytics.

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

Data-Driven Fund Solutions

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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 exchange-traded funds trade processing services for retirement service providers, third-party administrators, financial advisors, banks and wealth management professionals through Matrix Financial Solutions, Inc.

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.

Through our Retirement and Workplace Trade Processing Solutions business (“Broadridge Retirement and Workplace”), we provide automated mutual fund and exchange-traded funds trade processing services for financial institutions that submit trades on behalf of their clients such as qualified and non-qualified retirement plans and individual wealth accounts.

Our trust, trading and 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, wealth, and retirement industry.

In addition, we provide fiduciary-focused learning and development, software and technology, and data and analytics services to advisors, institutions and asset managers across the retirement and wealth ecosystem.

Through our Fund Communication Solutions business, we provide fund managers with a single, integrated provider to manage data, perform calculations, compose documents, manage regulatory compliance and disseminate information across multiple jurisdictions.

Our 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.

Our solutions help 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.

We also provide support to fund managers with document and data dissemination in the European market.

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Corporate Issuer Solutions

We provide governance and communications services to corporate issuers.

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.

We provide governance and communications services to corporate issuers supporting a full range of public company functions, including the annual meeting of stockholders, SEC reporting, capital markets transactions, transfer agency, shareholder engagement and ESG solutions.

Our services provide 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 and shareholder engagement 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 ® solution.

• 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.

• Virtual Shareholder Meeting™ – electronic annual meetings via webcast, 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 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.

• Our environmental, social and governance (“ESG”) services provide consulting in support of issuers and their ESG journey.

• Our ESG services provide consulting in support of issuers and their ESG journey.

The services include peer ESG disclosure benchmarking, ESG strategy and policy development, greenhouse gas emission assessments, and ESG and sustainability report content development.

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

• Annual SEC Filing Services:

• SEC Filing Services:

proxy and annual report design and digitization, SEC filing, printing and web hosting services, as well as year-round SEC reporting including document composition, EDGARization and XBRL tagging.

• Capital Markets Transactional Services – typesetting, printing and SEC filing services for capital markets transactions such as initial public offerings, spin-offs, acquisitions, and securities offerings.

• Capital Markets Transactional Services – typesetting, composition, printing and SEC filing services for capital markets transactions such as initial public offerings, spin-offs, acquisitions, and securities offerings.

In addition, we provide transaction support services such as virtual deal rooms and translation services.

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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 trade confirmations and explanation of benefits.

The Broadridge Communications Cloud SM platform (the “Communications Cloud”) provides our clients the flexibility to implement only the modules and delivery channels needed to address their specific communication needs.

These services include digital and physical delivery of critical communications.

Our physical delivery services operate through a network of seven highly automated facilities across North America.

The Broadridge Communications Cloud SM is an omni-channel platform (the “Communications Cloud”) that 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:

• leverage flexible and scalable self-service and managed service composition tools to create relevant content that drives customer action;

• manage and consolidate customer profiles, preferences and consents;

• 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 security to manage risk;

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

• develop transactional, regulatory, and marketing communications with relevant, self-service content that drives customer action;

• deliver customer communications across print, digital, email, short message service (SMS) and emerging channels, such as interactive microsites and personal cloud services, with one connection;

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

Global Technology and Operations

Transactions involving securities and other financial market instruments can, for example, originate with an investor, who places an order with a broker who in turn routes that order to an appropriate market for execution.

Transactions involving securities and other financial market instruments can, for example, originate with an institutional or retail investor who places an order with a broker who in turn routes that order to an appropriate market for execution.

At that point, the parties to the transaction coordinate payment and settlement of the transaction through a clearinghouse.

The records of the parties involved must then be updated to reflect completion of the transaction.

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 transaction must comply with tax, custody, accounting and record-keeping requirements, and the customer’s account information must correctly reflect the transaction.

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 business 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 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 front-to-back processing on a global basis.

Our Global Technology and Operations business provides the non-differentiating yet mission-critical infrastructure to the global financial markets.

As a leading software as a service (“SaaS”) provider, we offer capital markets, wealth and investment management firms modern technology to enable growth, simplify their technology stacks and mutualize costs.

Our highly scalable, resilient, component-based solutions 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 Wealth Management business provides solutions for advisors and investors and also streamlines back- and middle-office operations for broker-dealers by providing systems for critical post-trade activities, including books and records, transaction processing, clearance and settlement, and reporting.

Our Investment Management business provides portfolio and order management solutions for traditional and alternative asset managers, which bring insights into trading, portfolio construction, risk and analytics.

Our solutions connect asset managers to a global network of broker-dealers for trade execution and post-trade matching and confirmation.

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

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Capital Markets Solutions

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

Largely provided on a software as a service (“SaaS”) basis within large user communities, Broadridge’s technology is a global solution, processing trades, clearance and settlement in over 100 countries.

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

Largely provided on a SaaS basis within large user communities, Broadridge’s technology is a global solution, processing trades, clearance and settlement in over 100 countries.

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

Our global trade processing platforms are largely provided on a SaaS basis and handle the entire securities processing cycle.

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

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

With the 2021 acquisition of Itiviti Holding AB (“Itiviti”) (now doing business as Broadridge Trading and Connectivity Solutions) , a leading provider of trading and connectivity technology to the capital markets industry, we 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 enables 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.

Through Broadridge Trading and Connectivity Solutions , we offer a set of global front-office trade order and execution management systems and connectivity solutions that enable market participants to connect and trade.

The combination of the front-office solutions from the 2021 acquisition of Itiviti Holding AB (“Itiviti”) and our post-trade product suite and other capital markets capabilities enables 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.

We offer an integrated open-architecture wealth management platform through which we provide enhanced data-centric capabilities to improve the overall client experience across the entire wealth management lifecycle, including advisor, investor and operational workflows.

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

Our wealth solutions are designed to help optimize advisor productivity, improve investor outcomes, reduce friction in investing, increase financial literacy, and deliver more personalized advice and insights.

With respect to technology solutions, we offer an integrated, modern open-architecture wealth management platform through which we provide enhanced data-centric capabilities to improve the overall client experience across the entire front-, middle- and back-office wealth management lifecycle, including advisor, investor and operational workflows.

This comprehensive wealth management platform streamlines all aspects of the service model, allowing our clients to digitally onboard customers, manage advisor compensation for multiple products and service models, and seamlessly transfer and service accounts.

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Our data aggregation solution helps financial advisors manage and build client relationships by providing customer account data aggregation, performance reporting, household grouping, automated report creation, document storage, and integration with popular financial planning and productivity applications.

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 enhance marketing, educate investors and increase sales effectiveness.

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 customers.

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 service the global investment management industry with a range of buy-side technology solutions.

Our Investment Management business services the global investment management industry with a range of buy-side technology solutions.

Our asset management solutions are portfolio management, compliance, fee billing and operational support solutions such as order management, data warehousing, reporting, reference data management, and risk management and portfolio accounting 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.

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Our solutions harness people, technology and insights to help transform our clients’ businesses by enriching customer engagement, navigating risk, optimizing efficiency and growing revenue.

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.

Our strategy addresses critical industry needs by utilizing our leading platform capabilities.

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Our business model

We deliver multi-client technology and business process outsourcing services primarily through a 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 .

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

We create layers of value for clients by harnessing network benefits, providing deep data and analytics, and offering a comprehensive suite of digital capabilities all on a single platform.

Our SaaS offerings allow our clients to mutualize key functions and thereby reduce their costs.

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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.

While financial services firms have historically kept much of their technology infrastructure work in-house, there are two significant trends working in favor of Broadridge.

In aggregate, financial service firms globally are spending more on technology, and the respective budgets allocated are consistently growing year-over-year.

Our deep industry knowledge enables our clients to successfully solve complex technological and operational challenges, while adapting to the latest technology trends and regulatory standards.

While financial services firms have historically kept much of their technology infrastructure work in-house, there are significant trends working in favor of Broadridge.

Specifically, financial services firms globally are spending more on technology, and the respective budgets allocated for such technology are consistently growing year-over-year.

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

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

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

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

Three attractive growth platforms

Our growth platforms address important and significant client needs as described below.

Through our integrated solutions, services and our scalable infrastructure, we believe we are best positioned to meet them.

Our growth platforms address mission-critical client needs as described below.

Through our integrated solutions and scalable infrastructure, we believe we are best positioned to serve them.

• Governance .

We provide a strong network through our governance platform that links broker-dealers, public companies, mutual funds, shareholders, and regulators.

We continue to grow our governance solutions by continuing to transform content and delivery and improve product capabilities to drive higher investor engagement.

We aim to be an integral partner to asset managers and retirement service providers by offering data-driven solutions that help them grow revenue, reduce costs and maintain compliance.

We are also expanding our capabilities to better serve the needs of issuers and we are driving the next generation of digital communications while optimizing print and mail services through advanced technology.

We create an integrated network through our governance platform that links broker-dealers, public companies, mutual funds, shareholders, and regulators.

We continue to grow our governance solutions by transforming content and delivery and improving e-product capabilities to drive higher investor engagement.

We aim to be an integral partner to broker-dealers, asset managers and retirement service providers by offering data-driven solutions that help them grow revenue, reduce costs and maintain compliance.

We are also helping public companies improve their governance functions, offering an expanding suite of capabilities that allows them to provide better information and accessibility to shareholders.

We continue to be a leading provider of investor communications and are at the forefront of delivering richer communication experiences, both digitally and through optimized print and mail services.

• Capital Markets.

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.

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 2021 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.

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

As a leader in global trade lifecycle 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 equity securities and other asset classes.

Our 2021 acquisition of Itiviti, for example, expanded our services across the trade lifecycle for equities and exchange-traded derivatives and grew 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.

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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.

These firms are in need of partners to help them navigate the demographic shift of advisors and investors, create more engaging client experiences, and deliver operational technologies that are essential to their business.

These market dynamics are driving the need for more seamlessly integrated technology, and as well as data-centric digital wealth solutions that 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.

To address these demands, we have developed a holistic wealth management platform solution that provides seamless systems and data integration capabilities.

Our platform enables firms to improve advisor productivity, provide a better investor experience, and realize operational process efficiencies.

On-ramp for next-generation technologies

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

By leveraging our services, firms can benefit from highly skilled, experienced personnel with deep industry expertise, while mutualizing the costs and risks of technology innovation.

We approach innovation through three actions:

experimenting, partnering, and engaging.

In turn, we help our clients stay on the cutting edge and realize the benefits of digital transformation at a quicker pace.

High engagement and client-centric culture

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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.

We have built a talent network focus of engaged and knowledgeable associates dedicated to serving clients well, which in turn creates a real and sustainable advantage for our business.

Supporting this excellent client delivery takes engaged associates, and we are passionate about creating an environment in which every associate can thrive and build their knowledge and skills.

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In fiscal year 2023, we:

• processed over 700 million equity proxy positions in the performance of our U.S.

proxy services;

• managed proxy voting for over 750 million equity proxy positions;

• processed over 7 billion investor and customer communications through print and digital channels;

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Our Investor Communication Solutions business competes with companies that provide investor communication and corporate governance solutions as well as our clients’ in-house operations.

This includes proxy services providers, transfer agents, proxy advisory firms, proxy solicitation firms and financial printers.

This includes independent proxy distribution service providers, transfer agents, proxy advisory firms, proxy solicitation firms, firms that process proxy votes, and financial printers.

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

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

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.

Most of our systems and applications operate in highly resilient data centers that employ multiple active power and cooling distribution paths and redundant components.

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.

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

These products and services 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.

These products and services are built in a manner that allows us to meet the breadth and depth of requirements of our 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.

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

government in 2014 and updated in 2018, as a guideline to manage our cybersecurity-related risk.

government as a guideline to manage our cybersecurity-related risk.

The NIST Framework outlines 108 subcategories of security controls and outcomes over five functions:

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To further demonstrate our commitment to maintaining the highest levels of quality service, information security, and client satisfaction within an environment that fosters continual improvement, most of our business units and our core applications and facilities for the provision of many services including our proxy services, U.S.

equity and fixed income securities processing services, and Kyndryl’s data centers, are International Organization for Standardization (“ISO”) 27001 certified.

equity and fixed income securities processing services, and Kyndryl, Inc.’s data centers, are International Organization for Standardization (“ISO”) 27001 certified.

This security standard specifies the requirements for establishing, implementing, operating, monitoring, reviewing, maintaining and improving a documented Information Security Management System within the context of the organization’s overall business risks.

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(“FINRA”), the various stock exchanges, and other SROs.

In addition, SEC rules require public companies to reimburse banks and broker-dealers for the expense of distributing stockholder communications to beneficial owners of securities held in street name, and those reimbursement rates as well as rates we charge for our proxy services are set by the NYSE.

The Department of Labor (“DOL”) enforces the Employee Retirement Income Security Act of 1974 (“ERISA”) regulations on fiduciaries and organizations that provide services to retirement plans.

In addition, SEC rules require public companies to reimburse banks and broker-dealers for the expense of distributing certain stockholder communications to beneficial owners of securities held in street name, and those reimbursement rates as well as fees that can be charged for proxy services are set by the NYSE.

The Department of Labor (“DOL”) enforces the Employee Retirement Income Security Act of 1974 (“ERISA”) regulations on plan fiduciaries and organizations that provide services to qualified retirement plans.

As a provider of services to financial institutions and issuers of securities, our services, such as our proxy and shareholder report processing and distribution services, are provided in a manner to assist our clients in complying with the laws and regulations to which they are subject.

As a result, the services we provide may be required to change as applicable laws and regulations are adopted or revised.

We monitor legislative and rulemaking activity by the SEC, FINRA, DOL, the stock exchanges and other regulatory bodies that may impact our services, and if new laws or regulations are adopted or changes are made to existing laws or regulations applicable to our services, we expect to adapt our business practices and service offerings to continue to assist our clients in fulfilling their obligations under new or modified requirements.

We monitor legislative and rulemaking activity by the SEC, FINRA, DOL, and U.S.

Internal Revenue Service (the “IRS”).

the stock exchanges and other regulatory bodies that may impact our services, and if new laws or regulations are adopted or changes are made to existing laws or regulations applicable to our services, we expect to adapt our business practices and service offerings to continue to assist our clients in fulfilling their obligations under new or modified requirements.

Certain aspects of our business are subject to regulatory compliance or oversight.

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At June 30, 2023, BBPO was in compliance with this capital requirement.

BBPO, as a “Managing Clearing Member” of the Options Clearing Corporation (the “OCC”), is also subject to OCC Rule 309(b) with respect to the business process outsourcing services that it provides to other OCC “Managed Clearing Member” broker-dealers.

OCC Rule 309(b) requires that BBPO maintain a minimum net capital amount.

At June 30, 2022, BBPO was in compliance with this capital requirement.

Matrix Trust Company (“Matrix Trust”), is a Colorado State chartered, non-depository trust company and National Securities Clearing Corporation trust member, whose primary business is to provide cash agent, custodial and directed trustee services to institutional customers, and investment management services to collective investment trust funds (“CITs”).

Matrix Trust Company (“Matrix Trust”), is a Colorado state chartered, non-depository trust company and National Securities Clearing Corporation trust member, whose primary business is to provide cash agent, custodial and directed trustee services to institutional customers, and investment management services to its collective investment trust funds (“CITs”).

As a result, Matrix Trust is subject to various regulatory capital requirements administered by the Colorado Division of Banking and the Arizona Department of Insurance and Financial Institutions, as well as the National Securities Clearing Corporation.

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In addition, in connection with the offering of CITs, Matrix Trust acts as a discretionary trustee and an ERISA fiduciary.

CITs are subject to regulation by the IRS, federal and state banking regulators, and the DOL, which impose a number of duties on persons who are fiduciaries under ERISA.

CITs are subject to regulation by the IRS, SEC, federal and state banking regulators, and the DOL, which impose a number of duties on persons who are fiduciaries under ERISA.

Matrix Trust is also subject to regulation by the Colorado Division of Banking and the Arizona Department of Financial Institutions which regulate CITs pursuant to guidance issued by the Office of the Comptroller of the Currency regulation.

Matrix Trust maintains an Identity Theft Prevention Program for certain of its services.

Our transfer agency business, Broadridge Corporate Issuer Solutions, is subject to certain SEC rules and regulations, including annual reporting, examination, internal controls, proper safeguarding of issuer and shareholder funds and securities, maintaining a written Identity Theft Prevention Program, and obligations relating to its operations.

Our transfer agency business is subject to certain NYSE requirements concerning operational standards as a transfer agent or registrar for NYSE-listed companies.

Furthermore, it is also subject to U.S.

Internal Revenue Service (the “IRS”) regulations, as well as certain provisions of the Gramm-Leach-Bliley Act (“GLBA”) and the Federal Trade Commission’s (the “FTC”) regulations with respect to maintenance of information security safeguards.

Our transfer agency business is subject to certain NYSE requirements concerning operational standards as a transfer agent or registrar for NYSE-listed companies and is also subject to IRS regulations.

In addition, Broadridge Corporate Issuer Solutions complies with all applicable trade control laws and regulations, including country/territory-based sanctions and list-based sanctions maintained by the U.S.

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and foreign countries apply to the access, collection, transfer, use, storage, and destruction of personal information.

In the U.S., our financial institution clients are required to comply with privacy regulations imposed under the GLBA, in addition to other regulations.

As a processor of personal information in our role as a provider of services to financial institutions, we must comply with the FTC’s Safeguards Rule implementing certain provisions of GLBA with respect to maintenance of information security safeguards.

In the U.S., our financial institution clients are required to comply with privacy regulations imposed under the Gramm-Leach-Bliley Act (“GLBA”), in addition to other regulations.

As a processor of personal information in our role as a provider of services to financial institutions, we must comply with the Federal Trade Commission (“FTC”) Safeguards Rule implementing certain provisions of GLBA with respect to maintenance of information security safeguards.

We perform services for healthcare companies and are, therefore, subject to compliance with laws and regulations regarding healthcare information, including in the U.S., the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

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laws and regulations, and they may impose additional duties on us in the performance of our services.

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

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.

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.

For example, the European Union Parliament adopted the comprehensive General Data Protection Regulation (“GDPR”) and several U.S.

states have also recently adopted new privacy laws or are proposing to pass their own state privacy laws, including California’s recently effective California Privacy Rights Act (“CPRA”).

We continually monitor privacy and information security laws and regulations and while 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.

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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.

We survey our associates’ engagement annually and our overall score this year is 81%, a four-point increase over last year’s score.

Our human capital strategies are developed and managed by our Chief Human Resources Officer, who reports to the Chief Executive Officer, and are overseen by the Company’s Board of Directors and the Compensation Committee of the Board of Directors.

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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.

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

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

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We are committed to advancing DEI initiatives and values as part of our culture.

Our commitment to developing a diverse workforce is evidenced by the fact that a component of our Executive Leadership Team’s compensation is based on achievement of DEI goals.

We have an Executive Diversity Council, chaired by our President, that meets quarterly and provides insight and recommendations on critical DEI-related opportunities and challenges.

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.

We have a Chief Diversity Officer, whose role is to implement a holistic DEI 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 Council and provides regular updates to our Chief Executive Officer and executive leadership team.

In addition, we support several 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.

Broadridge’s Associate Networks currently include:

B.Pride, Disability Equity Associate Network (DEAN), Lead For Next (LFN), MultiCultural Associate Network (MCAN), Veteran + First Responder Network (VFN), Women’s Leadership Forum (WLF) and BeGreen.

Together, these networks support the LQBTQ+ community, associates with disabilities, young professionals, multicultural backgrounds, veterans and first responders, women, and associates with a passion for sustainability.

We have a Chief Diversity Officer, who implements a holistic DEI strategy and partners with our business units to develop the resources and competencies needed to drive this strategy.

Our Chief Diversity Officer reports to our President, is a member of the Executive Diversity Council and Executive Leadership Team and provides regular updates to our Chief Executive Officer and Board of Directors.

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

We provide regular updates regarding our diversity efforts and performance to our Board.

In 2022, we conducted our inaugural DEI survey to learn more about our associates’ perceptions and experiences with diversity, equity and inclusion at Broadridge.

The survey was run globally, and over 7,000 associates across 19 countries participated.

The overwhelming majority of our associates believe that 1) the importance of DEI is reflected in the priorities of Broadridge's business, 2) we were successful in advancing DEI initiatives over the past year, and 3) we create a physically and psychologically safe environment where associates feel they belong, and they are included and treated fairly.

The survey also identified some areas of focus and provided a baseline that will enable us to measure our progress over time.

We continue to progress our DEI initiatives building off the opportunities identified in our inaugural DEI survey in 2022, which ran globally, and over 7,000 associates across 19 countries participated.

The results of our inaugural survey revealed that an overwhelming majority of our associates believe that 1) the importance of DEI is reflected in the priorities of Broadridge's business, 2) we were successful in advancing DEI initiatives over the past year, and 3) we create a physically and psychologically safe environment where associates feel they belong, and they are included and treated fairly.

In 2023, we ran additional associate engagement surveys, which covered various DEI topics related to workplace culture and associate experience.

We are committed to associate feedback to provide a comprehensive view of our organization’s culture, identify areas where improvements can be made to create a more welcoming and inclusive environment for all associates, and measure our progress over time.

Talent and Development

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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 offer career-enhancing programs from top business schools to leaders in our Associate Networks, have a tuition reimbursement program, and support participation in external learning opportunities.

Our reverse mentoring program 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.

We offer our technology associates with resources to supplement their work experience, including a skills inventory to identify strengths and new opportunities, and a Technology Expert Career Track, a transparent process that allows associates to grow as leaders in the organization.

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

We offer career-enhancing programs from top business schools, have a tuition reimbursement program, and support participation in external learning opportunities.

We offer our technology associates with resources to supplement their work experience, including a skills inventory to identify strengths and new opportunities, and a Technology Expert Career Track, a transparent dual career path process that allows associates to grow as leaders and experts in the organization.

We also empower associates to learn and grow as subject matter experts in the financial markets.

In turn, this enables our associates to assist our clients with their expertise and adds value to our associates’ own career development and skill sets.

In addition to career-oriented education, we also require all associates to complete a variety of trainings on an annual basis, which focus on our commitment to high ethical standards and a culture of honesty, integrity and compliance.

Health, Safety and Wellness

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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 continue to 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 or required to quarantine.

The Broadridge Pandemic/Covid-19 Committee continues to track the latest developments of the pandemic applying guidance from health authorities in the locations in which we operate.

We have deployed a task force focused on safely re-opening our offices providing personal protective equipment at no cost to associates, and we have taken other measures to ensure a safe work environment for all.

In addition, we are committed to providing competitive health and wellness benefits to our associates.

We recognize the importance of work-life balance and have designed our Connected Workplace model, which provides associates with flexible on- and off-site work options.

Our other health and wellness benefits include travel allowances for certain types of health care and subsidized emergency backup care services for our U.S.-based associates, various educational health and wellness programs and webinars, and an employee assistance program, which provides free counseling and other mental health services.

Associate Compensation and Benefits

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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 programs, paid time off, including volunteer time off, paid parental leave, quarantine and Covid-19 leave, and vaccination time off, life and disability insurance, business travel accident insurance, charitable gift matching, tuition assistance and on-site health centers, among others.

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 programs, paid time off, including volunteer time off, paid parental leave, and sick 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.

We believe there is a direct connection between associate engagement and the satisfaction of our clients and the creation of stockholder value so 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 fiscal year 2022, our employee engagement score of 77% overall favorable rating remained consistent with our 2021 score in the annual Great Place to Work ® survey, which was an 8% increase over the 2020 score.

In addition, 80% of our associates stated that Broadridge is a “great place to work,” and for the fourth 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 fifth consecutive year and certification in the United Kingdom, Ireland, and Russia for the second year in a row.

In addition, for the first time, we have achieved Great Place to Work certification in Romania, Poland, Singapore, and Japan, and were voted one of the Best Workplaces for Women (UK).

The themes and insights from our associate feedback are shared with our executive leadership and have been instrumental in shaping our workplace.

In fiscal year 2023, we received an 81% overall favorable rating in the annual Great Place to Work survey.

In addition, 83% of our associates stated that Broadridge is a “great place to work,” and we have received certification from Great Place to Work for our outstanding workplace culture in 14 countries:

U.S., Canada, India, the United Kingdom, Ireland, Romania, Poland, Singapore, Japan, Czech Republic, France, Germany, Sweden and the Philippines.

In the United Kingdom, we were recognized as one of the Best Workplaces, as well as one of the Best Workplaces for Wellbeing in 2023.

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

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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