What changed in this filing

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Item 9A. Controls and Procedures

2024-08-06 compared with 2023-08-08 · 30 added, 30 removed, 172 unchanged (26% of the section changed)

1 unchanged sentence

Management Report

Attached as Exhibits 31.1 and 31.2 to this Form 10-K are certifications of Broadridge’s Chief Executive Officer and Chief Financial Officer, which are required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Attached as Exhibits 31.1 and 31.2 to this Form 10-K are certifications of Broadridge’s Chief Executive Officer and Interim Chief Financial Officer, which are required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This “Controls and Procedures” section should be read in conjunction with the Deloitte & Touche LLP audit and attestation of the Company’s internal control over financial reporting that appears in Item 8 “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K and is hereby incorporated herein by reference.

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer as of June 30, 2023, evaluated the effectiveness of our disclosure controls as defined in Rule 13a-15(e) under the Exchange Act.

The Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of June 30, 2023 were effective to ensure that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer as of June 30, 2024, evaluated the effectiveness of our disclosure controls as defined in Rule 13a-15(e) under the Exchange Act.

The Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures as of June 30, 2024 were effective to ensure that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Management’s Report on Internal Control over Financial Reporting

12 unchanged sentences

Chief Executive Officer

/s/ EDMUND L.

Corporate Vice President, Chief Financial Officer

/s/ ASHIMA GHEI

Vice President, Interim Chief Financial Officer

Lake Success, New York

3 unchanged sentences

Other Information

On June 7, 2023, the Company’s Chief Executive Officer, Timothy C.

Gokey, adopted a Rule 10b5-1 trading arrangement (the “Rule 10b5-1 Plan”) for the sale of securities of the Company.

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.

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.

The Rule 10b5-1 Plan will expire on December 7, 2023.

On May 15, 2024 , the Company’s President , Christopher Perry , adopted a Rule 10b5-1 trading arrangement (the “Perry 10b5-1 Plan”) for the sale of securities of the Company.

The Perry 10b5-1 Plan allows for the contemporaneous exercise of options and sale of up to 42,045 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.

The Perry 10b5-1 Plan will expire on May 31, 2025 .

On May 17, 2024 , the Company’s Chief Executive Officer , Timothy C.

Gokey , adopted a Rule 10b5-1 trading arrangement (the “Gokey 10b5-1 Plan”) for the sale of securities of the Company.

The Gokey 10b5-1 Plan allows for the contemporaneous exercise of options and sale of up to 61,349 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.

The Gokey 10b5-1 Plan will expire on November 17, 2024 .

Each of the Perry 10b5-1 Plan and Gokey 10b5-1 Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

27 unchanged sentences

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

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.

Gokey and Ashima Ghei, 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 6, 2024

/s/ EDMUND L.

REESE Corporate Vice President, Chief Financial Officer

(Principal Financial and Accounting Officer) August 8, 2023

/s/ ASHIMA GHEI Vice President, Interim Chief Financial Officer

(Interim Principal Financial and Accounting Officer) August 6, 2024

/s/ RICHARD J.

16 unchanged sentences

NAZARETH Director August 6, 2024

/ S / THOMAS J.

Director August 8, 2023

/ S / AMIT K.

25 unchanged sentences

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

Description of Securities ( i ncorporated by reference to Exhibit 4.6 to Form 10-K filed on Au gust 8, 202 3)

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

12 unchanged sentences

SORP, effective February 2, 2017 (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on May 10, 2017)

Amendment to the Broadridge Financial Solutions, Inc.

SORP, effective September 17, 2023.

Broadridge Financial Solutions, Inc.

Director Deferred Compensation Plan (Amended and Restated Effective December 7, 2022 ) (incorporated by reference to Exhibit 10.

1 to Form 10-Q filed on May 2, 2023 )

Director Deferred Compensation Plan (Amended and Restated Effective December 7, 2022) (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 2, 2023)

Broadridge Financial Solutions, Inc.

31 unchanged sentences

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

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

Corporate Officers (incorporated by reference to Exhibit 10.2 to Form 10- Q filed on November 2, 2023 )

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

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

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)

Corporate Officers (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on November 2, 2023 )

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

Corporate Officers (incorporated by reference to Exhibit 10.

1 to Form 10- Q filed on November 3, 2023 )

Amended and Restated Clawback Policy (inc orporated by reference to Exhibit 10.27 to Form 10-K filed on A ugu st 8, 2023 )

Amended and Restated Term Credit Agreement as of dated August 17, 2023, 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 August 17, 2023)

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)

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)

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)

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

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

Third Amendment dated as of June 28, 2024 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

4 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

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.

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Description of Exhibit (1)

101 The following financial statements from the Broadridge Financial Solutions, Inc.

7 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