What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-08-05 compared with 2024-08-06 · 36 added, 39 removed, 163 unchanged (32% 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 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.

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”).

“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 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.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer as of June 30, 2025, 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, 2025 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.

Management’s Report on Internal Control over Financial Reporting

9 unchanged sentences

Based on this assessment, management determined that Broadridge’s internal control over financial reporting was effective as of June 30, 2025.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting and has expressed an unqualified opinion in their report on the effectiveness of the Company’s internal control over financial reporting, which appears in Item 8 “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

“Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

/s/ TIMOTHY C.

1 unchanged sentence

/s/ ASHIMA GHEI

Vice President, Interim Chief Financial Officer

Corporate Vice President, Chief Financial Officer

Lake Success, New York

3 unchanged sentences

Other Information

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 14, 2025 , 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.

The Gokey 10b5-1 Plan allows for (1) the contemporaneous exercise of options and sale of up to 146,392 underlying shares of the Company’s common stock received upon exercise, and (2) the sale of up to 22,349 shares of the Company’s common stock, subject to the satisfaction of the Company’s stock retention and holding period requirements.

The Gokey 10b5-1 Plan will expire on February 13, 2026 .

The 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.

12 unchanged sentences

Financial Statements

The Consolidated Financial Statements are listed under Item 8 of this Annual Report on Form 10-K.

The Consolidated Financial Statements are listed under Item 8.

of this Annual Report on Form 10-K.

See Index to Financial Statements and Financial Statement Schedule.

Financial Statement Schedule.

Schedule II—Valuation and Qualifying Accounts is listed under Item 8 of this Annual Report on Form 10-K.

Schedule II—Valuation and Qualifying Accounts is listed under Item 8.

of this Annual Report on Form 10-K.

See Index to Financial Statements and Financial Statement Schedule.

15 unchanged sentences

(Principal Executive Officer) August 5, 2025

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

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

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

(Principal Financial and Accounting Officer) August 5, 2025

/s/ RICHARD J.

DALY Executive Chairman of the Board of Directors August 5, 2025

/ S / LESLIE A.

/ S / EILEEN K.

Lead Independent Director August 5, 2025

9 unchanged sentences

Director August 5, 2025

/ S / EILEEN K.

Director August 6, 2024

/s/ ANNETTE L.

16 unchanged sentences

Amended and Restated By-laws of Broadridge Financial Solutions, Inc.

amended as of August 6, 2019 (incorporated by reference to Exhibit 3.2 to Form 8-K filed on August 6, 2019)

dated February 4, 2025 (incorporated by reference to Exhibit 3.2 to Form 8-K filed on February 5 , 2025)

Indenture, dated as of May 29, 2007, by and between Broadridge Financial Solutions, Inc.

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

Description of Securities

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

13 unchanged sentences

Amendment to the Broadridge Financial Solutions, Inc.

SORP, effective September 17, 2023.

SORP, effective September 17, 2023 (incorporated by reference to Exhibit 10.6 to Form 10-K filed on August 6, 2024).

Broadridge Financial Solutions, Inc.

13 unchanged sentences

2018 Omnibus Award Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 13, 2018)

Executive Officer Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form

8-K filed on November 14, 2018)

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 10.1 to Form 8-K filed on April 23, 2021)

Amended and Restated Executive Retirement and Savings Plan, effective January 1, 2019 (incorporated by reference to Exhibit 10.25 to Form 10-K filed on August 6, 2019)

Executive Officer Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 14, 2018)

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 on December 13, 2024)

Amended and Restated Executive Retirement and Savings Plan, effective November 1, 2024 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on January 31, 2025)

Amended and Restated Information Technology Services Agreement, dated December 31, 2019 by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc.

2 unchanged sentences

(incorporated by reference to Exhibit 10.2 to Form 10-Q filed on January 31, 2020)

Amendment Number One to the Broadridge Financial Solutions, Inc.

Officer Severance Plan (incorporated by reference to Exhibit 10.25 to Form 10-K filed on August 11, 2020)

Amendment Number Two to the Broadridge Financial Solutions, Inc.

Change in Control Severance Plan for Corporate Officers (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 27, 2019)

Description of Exhibit (1)

Amendment Number Three to the Broadridge Financial Solutions, Inc.

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 (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 (incorporated by reference to Exhibit 10.26 to Form 10-K filed on August 12, 2021)

Non-Employee Directors (incorporated by reference to Exhibit 10.

26 to Form 10- K filed on August 12 , 202 1 )

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

1 unchanged sentence

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

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

Corporate Officers (incorporated by reference to Exhibit 10.

1 to Form 10-Q filed on November 5, 2024 )

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

1 unchanged sentence

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 )

Corporate Officers (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 5 , 202 4 )

Amended and Restated Clawback Policy

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)

1 unchanged sentence

(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 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 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 10.33 to Form 10-K filed on August 8, 2023)

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

SIS Services Agreement, dated as of November 1, 2024, by and between Kyndryl Canada Limited and Broadridge Software Limited (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on January 31, 2025)

Code of Business Conduct and Ethics

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 1 9.1 to Form 10- K filed on August 6, 2024 )

Subsidiaries of the Company

6 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