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): August 3, 2010
BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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001-33220
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33-1151291
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(Commission file number)
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(I.R.S. Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2010, the Compensation Committee of the Board
of Directors of Broadridge Financial Solutions, Inc. (the “Company”) approved certain modifications to the compensation arrangement with the Company’s Chief Executive Officer, Richard J. Daly. Mr. Daly’s annual
performance-based long-term incentive compensation target for fiscal year 2011 was increased to $2,000,000 from $1,775,000. As a result of these modifications, Mr. Daly’s total target compensation for fiscal year 2011 is $3,775,000.
The Compensation Committee also modified the compensation arrangement of Bob Schifellite, the Company’s Corporate Vice
President, Investor Communication Solutions, by increasing his annual base salary to $400,000 from $348,400, effective on August 1, 2010. Mr. Schifellite’s annual performance-based cash incentive target for fiscal year 2011 will be
$400,000 (or 100% of his base salary), with a maximum attainable amount equal to 200% of the target amount. In addition, his annual long-term incentive compensation target for fiscal year 2011 was increased to $500,000 from $325,000. As a result of
these modifications, Mr. Schifellite’s total target compensation for fiscal year 2011 is $1,300,000.
Item 7.01. Regulation
FD Disclosure.
On August 3, 2010, the Company issued a press release announcing that its Board of Directors declared
a quarterly cash dividend of $0.15 per share payable on October 1, 2010 to stockholders of record on September 15, 2010. The annual dividend amount was increased from $0.56 per share to $0.60 per share. However, the declaration and payment
of future dividends to holders of our common stock will be at the discretion of our Board of Directors, and will depend upon many factors, including our financial condition, earnings, capital requirements of our businesses, legal requirements,
regulatory constraints, industry practice, and other factors that the Board of Directors deems relevant.
Item 9.01. Financial
Statements and Exhibits.
Exhibits. The following exhibits are furnished herewith:
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Exhibit No.
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Description
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99.1
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Press release dated August 3, 2010.
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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: August 4, 2010
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BROADRIDGE FINANCIAL SOLUTIONS, INC.
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By:
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/s/ Dan Sheldon
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Name: Dan Sheldon
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Title: Vice President, Chief Financial Officer
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Exhibit 99.1
BROADRIDGE DECLARES DIVIDEND
Board Authorizes Increase in Dividend Amount
Lake Success, New York – August 3, 2010
– Broadridge Financial Solutions, Inc. (NYSE:BR) announced today that its Board of
Directors has declared a quarterly cash dividend of $0.15 per share. The dividend is payable on October 1, 2010, to stockholders of record at the close of business on September 15, 2010. The annual dividend amount was increased from
$0.56 per share to $0.60 per share, an approximate 7% increase, subject to the discretion of the Board of Directors.
About Broadridge
Broadridge is a technology services Company focused on global capital markets. Broadridge is the market leader enabling secure and accurate
processing of information for communications and securities transactions among issuers, investors and financial intermediaries. Broadridge builds the infrastructure that underpins proxy services for over 90% of public companies and mutual funds in
North America; processes more than $3 trillion in fixed-income and equity trades per day; and saves companies billions annually through its technology solutions. For more information about Broadridge, please visit
www.broadridge.com
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Contact Information
Investor Relations
:
Rick Rodick
Broadridge Financial Solutions, Inc.
Vice President, Investor Relations
(516)
472-5474