UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2012

 

 

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

DELAWARE

(State or other jurisdiction of incorporation)

 

 

 

001-33220		33-1151291
(Commission file number)		(I.R.S. Employer Identification No.)

1981 Marcus Avenue

Lake Success, New York 11042

(Address of principal executive offices)

Registrant’s telephone number, including area code: (516) 472-5400

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

On November 15, 2012, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) held its 2012 Annual Meeting of Stockholders. At the 2012 Annual Meeting, stockholders approved all of management’s proposals, which were:

 

1.	The election of eight directors for terms of one year and until their successors are elected and qualified.

 

2.	The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm to conduct the annual audit of the financial statements of the Company and its subsidiaries for the fiscal year ending June 30, 2013.

 

3.	The advisory vote on the Company’s executive compensation (the Say on Pay Vote).

Proposal 1: Election of Directors. The following table reflects the tabulation of the votes with respect to each director who was elected at the 2012 Annual Meeting:

 

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Leslie A. Brun			98,731,803				241,073				92,585				10,604,075
Richard J. Daly			98,730,695				258,859				75,907				10,604,075
Robert N. Duelks			98,785,452				200,143				79,866				10,604,075
Richard J. Haviland			98,534,470				455,090				75,901				10,604,075
Sandra S. Jaffee			98,755,484				240,812				69,165				10,604,075
Stuart R. Levine			98,776,563				223,961				64,937				10,604,075
Thomas J. Perna			98,787,031				207,250				71,180				10,604,075
Alan J. Weber			98,743,426				235,795				86,240				10,604,075

Proposal 2: Ratification of Appointment of Auditors. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to conduct the annual audit of the financial statements of the Company and its subsidiaries for the fiscal year ending June 30, 2013, was approved by the stockholders. The stockholders cast 109,207,205 votes in favor of this proposal and 365,054 votes against. There were 97,277 abstentions.

Proposal 3: Advisory Vote on the Company’s Executive Compensation (the Say on Pay Vote). The non-binding proposal on the Company’s executive compensation was approved by the stockholders. The stockholders cast 94,098,007 votes in favor of this proposal and 4,748,784 votes against. There were 218,670 abstentions and 10,604,075 broker non-votes.

 

Item 7.01.

Regulation FD Disclosure.

The Company is furnishing the transcript of the Company’s 2012 Annual Meeting of Stockholders held on November 15, 2012.

The information furnished pursuant to Items 7.01 and 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

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Item 9.01.

Financial Statements and Exhibits.

Exhibits. The following exhibit is furnished herewith:

 

Exhibit No.		Description
99.1		Transcript of the 2012 Broadridge Financial Solutions, Inc. Annual Meeting of Stockholders.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 16, 2012