27 unchanged sentences
Other Information
+Added: On June 7, 2023, the Company’s Chief Executive Officer, Timothy C.
+Added: Gokey, adopted a Rule 10b5-1 trading arrangement (the “Rule 10b5-1 Plan”) for the sale of securities of the Company.
+Added: The Rule 10b5-1 Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
+Added: The Rule 10b5-1 Plan allows for the contemporaneous exercise of options expiring on February 9, 2025, and sale of up to 72,222 underlying shares of the Company’s common stock received upon exercise, subject to the satisfaction of the Company’s stock retention and holding period requirements.
+Added: The Rule 10b5-1 Plan will expire on December 7, 2023.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
51 unchanged sentences
Director August 8, 2023
+Added: / S / EILEEN K.
+Added: Director August 8, 2023
/s/ ANNETTE L.
28 unchanged sentences
Form of Broadridge Financial Solutions, Inc.
−Removed: 2.900% Senior Note due 2029 (incorporated by reference to Exhibit 4.
−Removed: 3 and included in Exhibit 4.2 to Form 8-K filed on December 9, 2019)
+Added: 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
14 unchanged sentences
Broadridge Financial Solutions, Inc.
−Removed: Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2019) (incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 14, 2018)
+Added: Director Deferred Compensation Plan (Amended and Restated Effective December 7, 2022 ) (incorporated by reference to Exhibit 10.
+Added: 1 to Form 10-Q filed on May 2, 2023 )
Broadridge Financial Solutions, Inc.
23 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)
+Added: Description of Exhibit (1)
Amendment Number One to the Broadridge Financial Solutions, Inc.
1 unchanged sentence
Form of Stock Option Grant Award Agreement for U.S.
−Removed: Non-Employee Directors ( incorporated by reference to Exhibi t 10.26 to Form 10-K filed on August 12, 202 1)
−Removed: Description of Exhibit (1)
+Added: Non-Employee Directors (incorporated by reference to Exhibit 10.26 to Form 10-K filed on August 12, 2021)
Form of Deferred Stock Unit Award Agreement for U.S.
6 unchanged sentences
Corporate Officers (incorporated by reference to Exhibit 10.30 to Form 10-K filed on August 12, 2021)
−Removed: Clawback Policy (incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 5, 2020)
+Added: Amended and Restated Clawback Policy
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.
−Removed: (incorporated by reference to Exhibit 10.
−Removed: 2 to Form 10-Q filed on November 3, 2021)
−Removed: 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)
−Removed: 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)
−Removed: 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)
+Added: (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 3, 2021)
+Added: 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 reference to Exhibit 10.1 to Form 10-Q filed on February 1, 2022)
+Added: First 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 reference to Exhibit 10.2 to Form 10-Q filed on February 1, 2022)
+Added: Second Amendment dated as of May 23, 2023 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
+Added: Second Amendment dated as of May 23, 2023 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
Code of Business Conduct and Ethics
+Added: Insider Trading Policy
Subsidiaries of the Company
2 unchanged sentences
Certification of the Chief Financial Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Description of Exhibit (1)
Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.
5 unchanged sentences
(i) consolidated statements of earnings for the fiscal years ended June 30, 2023, 2022 and 2021, (ii) consolidated statements of comprehensive income for the fiscal years ended June 30, 2023, 2022 and 2021, (iii) consolidated balance sheets as of June 30, 2023 and 2022, (iv) consolidated statements of cash flows for the fiscal years ended June 30, 2023, 2022 and 2021, (v) consolidated statements of stockholders’ equity for the fiscal years ended June 30, 2023, 2022 and 2021, and (vi) the notes to the Consolidated Financial Statements.
−Removed: Description of Exhibit (1)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
4 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.