Item 5. Other Information
Item 5. OTHER INFORMATION
On December 9, 2024 , the Company’s Chief Executive Officer , Timothy 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 (1) the contemporaneous exercise of options and sale of up to 59,395 shares of the Company’s common stock received upon exercise, and (2) the sale of up to 24,605 shares of the Company’s common stock, subject to the satisfaction of the Company’s stock retention and holding period requirements. The Rule 10b5-1 Plan will expire on June 9, 2025 .
Item 6. EXHIBITS
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The following exhibits are being filed as part of this Quarterly Report on Form 10-Q:
10.1
Amended and Restated Executive Retirement and Savings Plan, effective November 1, 2024 .
10.2
SIS Service s Agreement, dated as of November 1, 2024, by and between Kyndryl Canada Limited and Broadridge Software Limited.
10.3
Amended and Restated Credit Agreement, dated December 11, 2024, among Broadridge Financial Solutions, Inc., certain subsidiaries of Broadridge Financial Solutions, Inc. party thereto as subsidiary borrowers, the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on December 12, 2024).
31.1
Certification of the Chief Executive Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of the Chief Financial Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 The following financial statements from the Broadridge Financial Solutions, Inc. Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, formatted in eXtensible Business Reporting Language (XBRL): (i) condensed consolidated statements of earnings for the three and six months ended December 31, 2024 and 2023, (ii) condensed consolidated statements of comprehensive income for the three and six months ended December 31, 2024 and 2023, (iii) condensed consolidated balance sheets as of December 31, 2024 and June 30, 2024, (iv) condensed consolidated statements of cash flows for the six months ended December 31, 2024 and 2023, (v) condensed consolidated statements of stockholders’ equity for the three and six months ended December 31, 2024 and 2023, and (vi) the notes to the condensed consolidated financial statements. XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104 Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned hereunto duly authorized.
BROADRIDGE FINANCIAL SOLUTIONS, INC.
Date: January 31, 2025 By: /s/ Ashima Ghei
Ashima Ghei
Corporate Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.