BROADRIDGE FINANCIAL SOLUTIONS, INC.

LOGO

1981 Marcus Avenue

Lake Success, New York 11042

Dear Stockholder:

You are cordially invited to attend the 2009 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc. Our 2009 Annual Meeting will be held on Wednesday, November 18, 2009, at 10 a.m. We are very pleased that this year’s annual meeting will be our first completely virtual meeting of stockholders. You will be able to attend the 2009 Annual Meeting, vote, and submit your questions during the meeting via live webcast by visiting www.broadridge-ir.com .

We are also pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process will expedite stockholders’ receipt of the materials, lower the costs of our annual meeting, and conserve natural resources. On October 9, 2009, we mailed our stockholders a notice containing instructions on how to access our 2009 Proxy Statement and 2009 Annual Report and vote online. The notice also included instructions on how you can receive a paper copy of the proxy materials, including the notice of annual meeting, 2009 Proxy Statement, and proxy card. If you received your proxy materials by mail, the notice of annual meeting, 2009 Proxy Statement, and proxy card from our Board of Directors were enclosed. If you received your proxy materials via e-mail, the e-mail contained voting instructions and links to the 2009 Proxy Statement and 2009 Annual Report on the Internet.

In addition, we are pleased that Robert N. Duelks, former head of Accenture Ltd’s Global Financial Services Operating Group, and Thomas J. Perna, Chairman and Chief Executive Officer of Quadriserv, Inc., a company that provides technology products for the securities lending industry, are our two new candidates for election to the Board this year.

At this year’s annual meeting, the agenda includes the following items:

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Election of Directors;

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Ratification of Deloitte & Touche LLP as our independent registered public accounting firm; and

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Amendment of our 2007 Omnibus Award Plan.

Whether or not you plan to attend the 2009 Annual Meeting, please read our 2009 Proxy Statement for detailed information on each of the proposals. Our 2009 Annual Report contains information about Broadridge and its financial performance. Your vote is important to us and our business and we strongly urge you to cast your vote.

I am very much looking forward to our 2009 Annual Meeting of Stockholders.

Sincerely,

LOGO

Richard J. Daly

Chief Executive Officer

Lake Success, New York

October 9, 2009

TABLE OF CONTENTS


		Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS		1
INTERNET AVAILABILITY OF PROXY MATERIALS		1
ATTENDING THE ANNUAL MEETING		1
ABOUT THE 2009 ANNUAL MEETING		2
Voting Procedures		2
Proxy Solicitation		3
PROPOSAL 1—ELECTION OF DIRECTORS		4
Information About the Nominees		4
Required Vote		6
RECOMMENDATION OF THE BOARD OF DIRECTORS		6
CORPORATE GOVERNANCE		7
The Board of Directors		7
Committees of the Board		7
Nominee Qualifications		8
Communications with the Board of Directors		8
Website Access to Corporate Governance Documents		9
Certain Relationships and Related Transactions		9
DIRECTOR COMPENSATION		9
Fiscal Year 2009 Non-Management Director Compensation		10
Fiscal Year 2010 Non-Management Director Compensation Changes		11
Compensation of the Executive Chairman and Chairman of the Board of Directors		11
MANAGEMENT		12
Directors and Executive Officers		12
OWNERSHIP OF COMMON STOCK BY MANAGEMENT AND CERTAIN BENEFICIAL OWNERS		14
COMPENSATION DISCUSSION AND ANALYSIS		16
Overview		16
Broadridge Compensation Program Design		16
Compensation Program Objectives and Rewards		16
Peer Group Selection and Market Data		18
Elements of Executive Compensation		18
Base Salary		18
Annual Performance-Based Cash Incentives		19
Long-Term Incentive Compensation		24
Change in Control Severance Plan and Enhancement Agreements		29
Retirement Plans		29
Non-Qualified Deferred Compensation Plan		30
Benefit Plans		30
Perquisites		30
Employment Agreements		30
Impact of Accounting and Tax Considerations		30
Compensation Committee Report		31
EXECUTIVE COMPENSATION		32
SUMMARY COMPENSATION TABLE		32
ALL OTHER COMPENSATION		33
GRANTS OF PLAN-BASED AWARDS TABLE		35
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE		37
OPTION EXERCISES AND STOCK VESTED TABLE		40
PENSION BENEFITS TABLE		40


		Page
NON-QUALIFIED DEFERRED COMPENSATION		42
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL		43
REPORT OF THE AUDIT COMMITTEE		49
PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS		50
Fees Billed to the Company by Deloitte & Touche LLP During Fiscal Years Ended 2009 and 2008		50
Required Vote		51
RECOMMENDATION OF THE BOARD OF DIRECTORS		51
PROPOSAL 3—APPROVAL OF THE AMENDMENT OF OUR 2007 OMNIBUS AWARD PLAN		52
Description of the Proposed Amendment		52
Description of the 2007 Omnibus Award Plan		52
Certain U.S. Federal Income Tax Consequences		56
New 2007 Omnibus Award Plan Benefits		58
Equity Compensation Plan Information		58
Required Vote		59
RECOMMENDATION OF THE BOARD OF DIRECTORS		59
OTHER MATTERS		60
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE		60
STOCKHOLDER PROPOSALS FOR THE 2010 ANNUAL MEETING		60
HOUSEHOLDING		61
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS		61
APPENDIX A: Amended and Restated By-laws Section 2.12		A-1
APPENDIX B: 2007 Omnibus Award Plan (Amended and Restated Effective August 4, 2008, as Amended Effective August 4, 2009)		B-1

LOGO

1981 Marcus Avenue

Lake Success, New York 11042

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 18, 2009

Notice is hereby given that the 2009 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc., a Delaware corporation, will be held on Wednesday, November 18, 2009, at 10 a.m. Attend the 2009 Annual Meeting online, vote your shares electronically and submit questions during the meeting, by visiting www.broadridge-ir.com and be sure to have your 12-Digit Control Number to enter the meeting. The meeting will be held for the following purposes:

(1) to elect nine directors to hold office until the Annual Meeting of Stockholders in the year 2010 and until their successors are duly elected and qualified;

(2) to ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2010;

(3) to approve an amendment of the 2007 Omnibus Award Plan; and

(4) to transact such other business as may properly come before the meeting and any adjournment or postponement thereof.

Stockholders of record at the close of business on September 21, 2009, are entitled to notice of, and to vote at, the 2009 Annual Meeting. Each stockholder is entitled to one vote for each share of common stock held at that time. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the 2009 Annual Meeting for a period of 10 days prior to the meeting at our principal executive offices at 1981 Marcus Avenue, Lake Success, New York 11042, and electronically during the 2009 Annual Meeting at www.broadridge-ir.com when you enter your 12-Digit Control Number.

You have three options for submitting your vote before the 2009 Annual Meeting:

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Internet;

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Phone; or

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Mail.

Please vote as soon as possible to record your vote promptly, even if you plan to attend the 2009 Annual Meeting on the Internet.

By Order of the Board of Directors,

Adam D. Amsterdam

Secretary

Lake Success, New York

October 9, 2009

Broadridge Financial Solutions, Inc.

1981 Marcus Avenue

Lake Success, New York 11042

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 18, 2009

This Proxy Statement is furnished to the stockholders of Broadridge Financial Solutions, Inc. (the “ Company ” or “ Broadridge ”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “ Board of Directors ” or the “ Board ”) for use at the Annual Meeting of Stockholders of the Company to be held on November 18, 2009, at 10 a.m. (the “ 2009 Annual Meeting ” or the “ Meeting ”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

INTERNET AVAILABILITY OF PROXY MATERIALS

We are making this Proxy Statement and our 2009 Annual Report to Stockholders for the fiscal year ended June 30, 2009, including our 2009 Annual Report on Form 10-K with audited financial statements (the “ 2009 Annual Report ”), available to our stockholders primarily via the Internet. On October 9, 2009, we mailed to our stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including this Proxy Statement and the 2009 Annual Report. The Notice of Internet Availability also instructs you on how to access your proxy card to be able to vote through the Internet or by telephone. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail. Other stockholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote via the Internet, or have been mailed paper copies of our proxy materials and proxy card or vote instruction form.

Internet distribution of proxy materials is designed to expedite receipt by stockholders, lower the cost of the Meeting, and conserve natural resources. However, if you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials contained on the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

ATTENDING THE ANNUAL MEETING

Broadridge will be hosting the 2009 Annual Meeting live via the Internet. A summary of the information you need to attend the Meeting online is provided below:

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Any stockholder can attend the 2009 Annual Meeting live via the Internet at www.broadridge-ir.com

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Webcast starts at 10:00 a.m.

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Stockholders may vote and submit questions while attending the Meeting on the Internet

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Please have your 12-Digit Control Number to enter the Meeting

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Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.broadridge-ir.com

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Questions regarding how to attend and participate via the Internet will be answered by calling 1-877-257-9950 on the day before the Meeting and the day of the Meeting

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Webcast replay of the Meeting will be available until December 31, 2010

ABOUT THE 2009 ANNUAL MEETING

Voting Procedures

Stockholders of record at the close of business on September 21, 2009 (the “ Record Date ”), will be entitled to vote at the Meeting. On the Record Date, there were outstanding and entitled to vote 136,531,182 shares of the Company’s common stock (the “ Company Shares ” or the “ Common Stock ”). The holders of a majority of the Company Shares issued and outstanding and entitled to vote at the Meeting, present in person or represented by proxy, will constitute a quorum. The persons whom the Company appoints to act as independent inspectors of election will treat all Company Shares represented by a returned, properly executed proxy as present for purposes of determining the existence of a quorum at the Meeting. Each of the Company Shares will entitle the holder to one vote. Cumulative voting is not permitted. Votes cast at the Meeting will be counted by the independent inspectors of election.

Abstentions and “broker non-votes” will be counted as present in determining the existence of a quorum. A broker non-vote occurs when a bank or broker holding shares of a beneficial stockholder does not vote on a particular proposal because it has not received instructions from the beneficial stockholder and the bank or broker does not have discretionary voting power for that particular item.

In the election of directors, director nominees must receive a majority of the votes cast at the Meeting to be elected. This means that a director nominee will be elected to the Board only if the number of votes cast FOR the nominee’s election exceeds the number of votes cast AGAINST the nominee’s election. With respect to the election of directors, votes may be cast FOR all nominees, AGAINST all nominees, or AGAINST specifically identified nominees. Abstentions and broker non-votes are not counted as votes FOR or AGAINST a nominee and will have the effect of a negative vote.

The affirmative vote of a majority of the votes cast at the Meeting is required to (i) ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the Company’s independent registered public accountants, and (ii) approve the amendment of the Company’s 2007 Omnibus Award Plan. With respect to the ratification of the appointment of Deloitte & Touche LLP, and the approval of the amendment of the 2007 Omnibus Award Plan, votes may be cast FOR or AGAINST either proposal, or a stockholder may abstain from voting on either proposal. Abstentions will have the effect of a negative vote.

Under the rules of the New York Stock Exchange (“ NYSE ”), brokers that do not receive voting instructions from their customers who are the beneficial stockholders of the Company Shares, are entitled to vote on the election of directors and ratification of the appointment of Deloitte & Touche LLP, but not on the proposal to approve the amendment of the 2007 Omnibus Award Plan. Under applicable Delaware law, a broker non-vote will have the effect of a negative vote.

The Board of Directors is soliciting your proxy to provide you with an opportunity to vote on all matters to come before the Meeting, whether or not you attend. You can ensure that your shares are voted at the Meeting by submitting your vote instructions by telephone or by the Internet, or by completing, signing, and dating a proxy card. Submitting your instructions or proxy by any of these methods will not affect your ability to attend and vote during the Meeting at www.broadridge-ir.com .

A stockholder who gives a proxy may revoke it at any time before it is exercised by voting at the Meeting via the Internet, delivering a subsequent proxy or by notifying the Corporate Secretary of the Company in writing at any time before your original proxy is voted at the Meeting.

The Board of Directors urges you to vote, and solicits your proxy, as follows:

(1) FOR the election of nine nominees for membership on the Company’s Board of Directors: Messrs. Brun, Daly, Duelks, Haviland, Levine, Perna, Weber and Weinbach and Ms. Lebenthal, to serve until the Annual Meeting of Stockholders in the year 2010 and until their successors are duly elected and qualified;

(2) FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2010;

(3) FOR the approval of the amendment of the Company’s 2007 Omnibus Award Plan; and

(4) At the discretion of the designated proxies, on any other matter that may properly come before the 2009 Annual Meeting, and any adjournment or postponement thereof.

Proxy Solicitation

Your proxy is being solicited by and on behalf of the Board of Directors of the Company. The expense of this proxy solicitation will be borne by the Company. The Company may retain D.F. King & Co. to assist with the solicitation of proxies for a fee estimated not to exceed $20,000 plus reimbursement of reasonable out-of-pocket expenses. Certain directors, officers, representatives and employees of the Company may solicit proxies by telephone and personal interview. Such individuals will not receive additional compensation from the Company for solicitation of proxies, but may be reimbursed by the Company for reasonable out-of-pocket expenses in connection with such solicitation. Banks, brokers and other custodians, nominees and fiduciaries also will be reimbursed by the Company, as necessary, for their reasonable expenses for sending proxy solicitation materials to the beneficial owners of Common Stock.

PROPOSAL 1—ELECTION OF DIRECTORS

At the 2009 Annual Meeting, nine directors are to be elected, each of whom will serve until the Annual Meeting of Stockholders in the year 2010 and until their respective successors are duly elected and qualified. The persons designated as the Company’s proxies intend to vote FOR the election of each of the nine nominees listed below, unless otherwise directed.

The Board has nominated, and the proxies will vote to elect, the following individuals as members of the Board of Directors to serve for a period of one year and until their respective successors are duly elected and qualified: Leslie A. Brun, Richard J. Daly, Robert N. Duelks, Richard J. Haviland, Alexandra Lebenthal, Stuart R. Levine, Thomas J. Perna, Alan J. Weber and Arthur F. Weinbach. Each nominee has consented to be nominated and to serve, if elected. In August 2009, Thomas E. McInerney informed the Board that he decided not to stand for re-election to the Board at the 2009 Annual Meeting. Messrs. Duelks and Perna are two new candidates for election to the Board of Directors this year. As a result, the number of directors will be increased to nine from eight, effective at the 2009 Annual Meeting of Stockholders.

Under the Company’s Corporate Governance Principles, a majority of the Board must be comprised of directors who are independent under the rules of the NYSE. No director will be deemed to be independent unless the Board affirmatively determines that the director has no material relationship with the Company, either directly or as an officer, stockholder or partner of an organization that has a relationship with the Company. The Board observes all criteria established by the NYSE and other governing laws and regulations. In its review of director independence, the Board of Directors considers all relevant facts and circumstances, including without limitation, all commercial, banking, consulting, legal, accounting, charitable or other business relationships any director may have with the Company.

The Board has determined that each of Messrs. Brun, Duelks, Haviland, Levine, Perna, and Weber and Ms. Lebenthal is independent. Mr. Daly was determined to be not independent because he is our Chief Executive Officer. Mr. Weinbach was determined to be not independent because he is our Executive Chairman.

Information About the Nominees

Leslie A. Brun, age 57, is a member of the Audit Committee and the Compensation Committee and has been a member of our Board of Directors since 2007. He is the Chairman and Chief Executive Officer of SARR Group, LLC, a private equity firm. He is also the founder and Chairman Emeritus of Hamilton Lane, a provider of asset management services for which he served as Chief Executive Officer and Chairman from 1991 until 2005. From 1988 to 1991, he was Managing Director of Fidelity Bank in Philadelphia. Mr. Brun serves as the Chairman of the Board of Automatic Data Processing, Inc. (“ ADP ”), and as a director of Merck & Co., Inc., and Philadelphia Media Holdings, LLC. He is also a trustee of the University at Buffalo Foundation, Inc.

Richard J. Daly, age 56, is our Chief Executive Officer and has been a member of our Board of Directors since 2007. Prior to the March 2007 spin-off of Broadridge from ADP, Mr. Daly served as Group President of the Brokerage Services Group of ADP, as a member of the Executive Committee and a Corporate Officer of ADP since June 1996. In his role as President, he shared the responsibility of running the Brokerage Services Group with John Hogan and was directly responsible for our Investor Communication Solutions business. Mr. Daly joined ADP in 1989 as Senior Vice President of the Brokerage Services Group.

Robert N. Duelks, age 54, served for 26 years in various capacities at Accenture Ltd. Throughout his tenure at Accenture, Mr. Duelks held multiple roles and responsibilities including and ranging from local client service and regional operations management to management of global offerings. While at Accenture, he served on multiple leadership committees including the Board of Partners, the Management Committee and was head of the Executive and Operating Committee for the Global Financial Services Operating Group. Prior to joining Accenture, Mr. Duelks was a manager in the operations area of Salomon Brothers, Inc., now part of Citigroup

Inc., where he completed their Operations and Management Training program. Mr. Duelks also serves as a volunteer advisor to the founder of the Academy for Athletes, a privately-held firm specializing in the development of leadership skills for athletes at the university and professional levels. He is the Chair Elect for the Board of Trustees at Gettysburg College and also serves as a member of the Advisory Board for the Business School at Rutgers University.

Richard J. Haviland, age 63, is a member and the chair of the Audit Committee and a member of the Compensation Committee and has been a member of our Board of Directors since 2007. Mr. Haviland served for 20 years in various executive and financial positions at ADP, most recently as its Chief Financial Officer and a member of its Executive Committee, retiring from ADP in 2001. His experience prior to ADP includes 11 years in the auditing and assurance practice of Touche Ross & Co., a predecessor firm of Deloitte & Touche LLP, a public accounting firm.

Alexandra Lebenthal, age 45, is a member of the Audit Committee and the Governance and Nominating Committee and has been a member of our Board of Directors since 2007. Since 2006, Ms. Lebenthal has been President and Chief Executive Officer of Lebenthal & Co. LLC, and its wealth management division, Alexandra & James Inc., a financial services company which she co-founded. Prior to forming Lebenthal & Co. LLC, Ms. Lebenthal was Chief Executive Officer, Executive Vice President of the Lebenthal Division of Advest Inc. from January 2002 until December 2005. Ms. Lebenthal is a director of Care Investment Trust and the Securities Industry and Financial Markets Association (SIFMA). Ms. Lebenthal is a member of The Committee of 200, a leading organization for female businesswomen. She also serves as a board member of the School of American Ballet and is involved with several other leading New York cultural institutions including The Business Council of The Metropolitan Museum of Art, the Capital Campaign for the Museum of the City of New York, the American Museum of Natural History, and the New York Botanical Garden.

Stuart R. Levine, age 62, is a member of the Compensation Committee and a member and the chair of the Governance and Nominating Committee and has been a member of our Board of Directors since 2007. Mr. Levine is the founder, Chairman and Chief Executive Officer of Stuart Levine and Associates LLC, an international consulting and leadership development company. From September 1992 to June 1996 he was Chief Executive Officer of Dale Carnegie & Associates, Inc., a provider of leadership, communication and sales skills training. Mr. Levine is a Lead Director for J. D’Addario & Company, Inc., a manufacturer of musical instrument accessories, and is a former Lead Director for Gentiva Health Services, Inc., a provider of home healthcare services. He also serves on the board of North Shore-Long Island Jewish Health System. In addition, Mr. Levine is the bestselling author of “The Leader in You” (Simon & Schuster 2004), “The Six Fundamentals of Success” (Doubleday 2004) and “Cut to the Chase” (Doubleday 2007). He is a former Chairman of Dowling College as well as a former Member of the New York State Assembly. His prior directorships include European American Bank, The Olsten Corporation and the New York State Excelsior Quality Board.

Thomas J. Perna, age 59, is the Chairman and Chief Executive Officer of Quadriserv, Inc., a company that provides technology products for the securities lending industry. Prior to joining Quadriserv, Inc. in 2005, Mr. Perna served as Senior Executive Vice President of The Bank of New York, now known as The Bank of New York Mellon, in its Financial Institutions Banking, Asset Servicing and Broker Dealer Services sectors. He was responsible for over 6,000 employees globally. Mr. Perna joined the Bank of New York in 1986. In addition, Mr. Perna currently serves as a member of the Board of Trustees of Pioneer Mutual Fund Group, overseeing 62 open-end and closed-end investment companies in a mutual fund complex, a position he has held since 2006.

Alan J. Weber, age 60, is a member of the Audit Committee and the Governance and Nominating Committee and has been a member of our Board of Directors since 2007. He is the Chief Executive Officer of Weber Group LLC, a private investment firm. Mr. Weber retired as Chairman and Chief Executive Officer of U.S. Trust Corporation and as a member of the executive committee of the Charles Schwab Corporation in 2005. Previously, he was the Vice Chairman and Chief Financial Officer of Aetna Inc., where he was responsible for capital management, information technology, investor relations, e-business and financial operations. He also held

a number of senior level positions at Citibank N.A., where he worked from 1971 to 1998, including Chairman of Citibank International and Executive Vice President of Citibank. During his tenure at Citibank, Mr. Weber oversaw operations in approximately 30 countries, including assignments in Japan, Italy and Latin America. Mr. Weber serves as a director of Diebold, Inc., a provider of self-service delivery and security systems and services, OnForce, Inc., an IT services company he helped establish, and Keane, Inc., a business process and information technology company.

Arthur F. Weinbach, age 66, is our Executive Chairman and has served as the Chairman of our Board of Directors since 2007. Mr. Weinbach served as Chairman of the Board and Chief Executive Officer of ADP from 1998 to 2006. He retired as Chief Executive Officer of ADP in 2006 and retired as Chairman of ADP’s Board in 2007. Mr. Weinbach held a variety of positions of increasing responsibility since joining ADP in 1980, including two years as President and Chief Executive Officer, and two years as President and Chief Operating Officer. Prior to that, he was the Chief Financial Officer of ADP for almost 10 years. Mr. Weinbach is a director of CA, Inc., and The Phoenix Companies, Inc. He is also on the Board of Trustees of New Jersey SEEDS, a charitable organization.

Required Vote

Each director nominee receiving a majority of the votes cast at the 2009 Annual Meeting will be elected.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NINE NOMINEES: MESSRS. BRUN, DALY, DUELKS, HAVILAND, LEVINE, PERNA, WEBER AND WEINBACH AND MS. LEBENTHAL

CORPORATE GOVERNANCE

The Board of Directors

The directors hold regular meetings, attend special meetings as required and spend such time on the affairs of the Company as their duties require. The Company’s Corporate Governance Principles provide that directors are expected to attend in person regular Board meetings and the Annual Meeting of Stockholders and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. In fiscal year 2009, the Board of Directors held a total of six meetings, regular and special. All directors of the Company attended at least seventy-five percent (75%) of the meetings of the Board of Directors and of the committees on which they served during the period.

The non-management directors meet in executive sessions during each regular Board meeting and committee meeting. At least once a year, our non-management directors will meet to review the Compensation Committee’s annual review of the Chief Executive Officer. The Company has a procedure by which the presiding director at each executive session changes each meeting and rotates, consecutively, among the non-management chairpersons of the Audit, Compensation, and Governance and Nominating Committees.

Committees of the Board

The Audit Committee

The Board of Directors has a standing Audit Committee as defined in the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), the current members of which are Messrs. Brun, Haviland and Weber and Ms. Lebenthal. Mr. Haviland serves as the Chairman of the Audit Committee. The Board of Directors has determined that each of the members of the Audit Committee is “independent” as defined by NYSE listing standards and the rules of the Securities and Exchange Commission (the “ SEC ”) applicable to audit committee members, and that Messrs. Haviland and Weber qualify as “audit committee financial experts” as defined in the applicable SEC rules. The Audit Committee has a charter, which was amended in April 2009, under which its primary purpose is to assist the Board in overseeing (i) the Company’s systems of internal controls regarding finance, accounting, legal and regulatory compliance; (ii) the Company’s auditing, accounting and financial reporting processes generally; (iii) the Company’s financial statements and other financial information provided by the Company to its stockholders and the public; (iv) the Company’s compliance with legal and regulatory requirements; and (v) the performance of the Company’s Internal Audit Department and independent auditors. In fiscal year 2009, the Audit Committee held six meetings.

The Compensation Committee

The Board of Directors has a standing Compensation Committee, the current members of which are Messrs. Brun, Levine, Haviland and McInerney. Mr. McInerney serves as the Chairman of the Compensation Committee; however, he is not standing for re-election to the Board. The Board of Directors has determined that each member of the Compensation Committee is “independent” as defined by NYSE listing standards. In addition, each member of the Compensation Committee is independent for purposes of the applicable SEC and tax rules. The Compensation Committee has a charter under which its responsibilities and authorities include reviewing the Company’s compensation strategy, reviewing the performance of the senior management, approving the compensation for the Chief Executive Officer and evaluating the Chief Executive Officer’s performance. In addition, the Compensation Committee approves and administers employee benefit plans and takes such other action as may be appropriate or as directed by the Board of Directors to ensure that the compensation policies of the Company are reasonable and fair.

As necessary, the Compensation Committee consults with Towers, Perrin, Forster & Crosby, Inc. (“ Towers Perrin ”) as its independent compensation consultant to advise the Compensation Committee on matters related to

our executive officers’ compensation and general compensation programs. Towers Perrin assists the Compensation Committee by providing comparative market data on compensation practices and programs. Towers Perrin also provides guidance on industry best practices. For further discussion of the role of the Compensation Committee, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis.” In fiscal year 2009, the Compensation Committee held four meetings.

The Governance and Nominating Committee

The Board of Directors also has a standing Governance and Nominating Committee, the current members of which are Messrs. Levine, McInerney and Weber and Ms. Lebenthal. Mr. Levine serves as Chairman of the Governance and Nominating Committee. Mr. McInerney is not standing for re-election to the Board. The Board of Directors has determined that each member of the Governance and Nominating Committee is “independent” as defined by NYSE listing standards. The Governance and Nominating Committee has a charter, which was amended in April 2009, under which its responsibilities and authorities include (i) identifying individuals qualified to become Board members and recommending that the Board select a group of director nominees for each annual meeting of the Company’s stockholders; (ii) ensuring that the Audit, Compensation and Governance and Nominating Committees of the Board of Directors shall have the benefit of qualified and experienced “independent” directors; and (iii) developing and recommending to the Board a set of effective corporate governance policies and procedures applicable to the Company. In fiscal year 2009, the Governance and Nominating Committee held four meetings.

Nominee Qualifications

When seeking candidates for director, the Governance and Nominating Committee may solicit suggestions from incumbent directors, management, stockholders or others. While the Governance and Nominating Committee has authority under its charter to retain a search firm for this purpose, no such firm has been retained. After conducting an initial evaluation of a potential candidate, the Governance and Nominating Committee will interview that candidate if it believes such candidate might be suitable to be a director. The Governance and Nominating Committee may also ask the candidate to meet with management. If the Governance and Nominating Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board that candidate’s election.

The Governance and Nominating Committee selects each nominee based on the nominee’s skills, achievements and experience. The Governance and Nominating Committee considers a variety of factors in selecting candidates, including, but not limited to the following: independence, wisdom, integrity, an understanding and general acceptance of the Company’s corporate philosophy, valid business or professional knowledge and experience, a proven record of accomplishment with excellent organizations, an inquiring mind, a willingness to speak one’s mind, an ability to challenge and stimulate management, and a willingness to commit time and energy.

Communications with the Board of Directors

All interested parties who wish to communicate with the Board of Directors or any of the non-management directors, may do so by sending a letter to the Corporate Secretary, Broadridge Financial Solutions, Inc., 1981 Marcus Avenue, Lake Success, New York 11042, and should specify the intended recipient or recipients. All such communications, other than unsolicited commercial solicitations or communications, will be forwarded to the appropriate director or directors for review. Any such unsolicited commercial solicitation or communication not forwarded to the appropriate director or directors will be available to any non-management director who wishes to review it. The Governance and Nominating Committee, on behalf of the Board, will review any letters it may receive concerning the Company’s corporate governance processes and will make recommendations to the Board based on such communications.

Website Access to Corporate Governance Documents

The Company has adopted a Code of Business Conduct and Ethics (the “ Code of Business Conduct ”) and a Code of Ethics for Principal Executive Officer and Senior Financial Officers (the “ Code of Ethics ”) which applies, among others, to the Company’s principal executive officer, principal financial officer and controller.

Copies of the charters for the Audit Committee, the Compensation Committee and the Governance and Nominating Committee, as well as the Company’s Corporate Governance Principles, Code of Business Conduct and the Code of Ethics, are available free of charge on the Company’s website at www.broadridge-ir.com or by writing to Investor Relations, Broadridge Financial Solutions, Inc., 1981 Marcus Avenue, Lake Success, New York 11042. The Company will also post on its website any amendment to the Code of Business Conduct and the Code of Ethics and any waiver of the Code of Business Conduct or the Code of Ethics granted to any of its directors or executive officers to the extent required by applicable rules.

Certain Relationships and Related Transactions

The Company does not have a written policy pertaining solely to the approval or ratification of “related party transactions.” However, the Company has adopted a Code of Business Conduct as noted elsewhere in this section that, among other things, prohibits Company personnel, including members of the Board of Directors from exploiting their positions or relationships with Broadridge for personal gain. In that regard such personnel must avoid:

•

causing Broadridge to engage in business transactions with relatives or friends;

•

using non-public Broadridge, client or vendor information for personal gain by the employee, their relatives or friends (including securities transactions based on such information);

•

having more than a modest financial interest in Broadridge’s vendors, clients or competitors;

•

receiving a loan, or guarantee of obligations, from Broadridge or a third party as a result of their positions at Broadridge; or

•

competing, or preparing to compete, with Broadridge while still employed by Broadridge.

The Code of Business Conduct applies to all Broadridge personnel and its Board of Directors. There shall be no waiver of any part of the Code of Business Conduct, except by a vote of the Board of Directors or a designated committee, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect Broadridge.

In the fiscal year ended June 30, 2009, the Company did not engage in any transaction with a related person in which the amount involved exceeded $120,000.

DIRECTOR COMPENSATION

The Compensation of our non-management directors is determined by the Compensation Committee. The table below sets forth cash and equity compensation paid to our non-management directors in the fiscal year ended June 30, 2009. Mr. Daly’s compensation as Chief Executive Officer is reflected in the “Summary Compensation Table” of the “Executive Compensation” section of this Proxy Statement. Mr. Weinbach’s compensation is set forth below in the “Compensation of the Executive Chairman and Chairman of the Board of Directors” section. Mr. Daly and Mr. Weinbach do not receive any cash or equity compensation for their participation on the Broadridge Board of Directors.

The table below on non-management director compensation includes the following compensation elements:

Annual Compensation . In fiscal year 2009, non-management directors received an annual retainer of $40,000 and meeting fees of $1,500 for each Board meeting, and $1,500 for each Committee meeting, attended

(even if held on the same date). A director’s attendance at Board or Committee meetings by telephone results in payment of one-half of the standard meeting fee. The Chairman of the Audit Committee receives an additional $15,000 per year; the Chairman of each of the Compensation Committee and the Governance and Nominating Committee receives an additional $10,000 per year. Retainer and meeting fees are paid in cash.

Directors may elect to defer 100% of their retainer and meeting fees into a notional account. Elections are made annually on a calendar year basis. Accounts can earn value over time based on the growth in Broadridge’s stock price. Participants receive distributions of their deferrals plus any subsequent stock price gains upon their departure from the Board of Directors. This election is made prior to the beginning of the calendar year in which the retainers and fees are earned and is irrevocable for the entire calendar year. Directors are also reimbursed for their reasonable expenses in connection with attending Board of Director and Committee meetings and other Company events.

Equity Compensation . Non-management directors are eligible to receive stock options under the 2007 Omnibus Award Plan. All options are granted with an exercise price equal to the closing price of Broadridge Common Stock on the date of the grant. In April 2009, the Compensation Committee adopted a policy that all stock option grants be made effective two business days following the Company’s next quarterly earnings release. All options granted to our non-management directors are fully vested upon grant, and have a term of 10 years. On May 13, 2009, each non-management member of the Board was granted 11,200 stock options with an exercise price of $17.66. The Company expects to grant non-management directors stock options on an annual basis.

Other Compensation . Non-management directors may participate in the Broadridge Director & Officer Matching Gift Program on the same terms as the Company’s executive officers. Under this program, the Company will contribute an equal amount to any qualified tax-exempt organization that a director supports up to a maximum Company contribution of $10,000 per calendar year.

Fiscal Year 2009 Non-Management Director Compensation


Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($)	Option Awards ($) (2)	All Other Compensation ($) (3)	Total ($)
Leslie A. Brun	62,500	0	82,992	0	145,492
Richard J. Haviland	76,750	0	82,992	10,000	169,742
Alexandra Lebenthal	61,750	0	82,992	0	144,742
Stuart R. Levine	70,250	0	82,992	5,525	158,767
Thomas E. McInerney	70,250	0	82,992	0	153,242
Alan J. Weber	61,000	0	82,992	10,000	153,992

(1)	This column reports the amount of cash compensation received for fiscal year 2009 Board and Committee service. Messrs. Brun, Levine, and Weber and Ms. Lebenthal deferred all or part of their fiscal year 2009 cash compensation into a notional deferred compensation account as follows:


Name	Fees Earned in Cash ($)	Fees Paid in Cash ($)	Fees Deferred ($)	Number of Restricted Stock Units Credited to Notional Account (#)
Leslie A. Brun	62,500	0	62,500	4,019
Alexandra Lebenthal	61,750	30,500	31,250	2,245
Stuart R. Levine	70,250	0	70,250	4,498
Alan J. Weber	61,000	30,500	30,500	2,196

(2)

This column represents the compensation cost recorded in the Company’s consolidated financial statements for the fiscal year ended June 30, 2009 for each named individual in accordance with the provisions of Financial Accounting Board Statement of Financial Accounting No. 123R, “Share-Based Payment” (“ SFAS No. 123R ”). These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual value that might be realized by the named individuals. The total number of stock options outstanding for each non-management director as of June 30, 2009, all of which are exercisable, are as follows: 36,300 (Mr. Brun); 36,300 (Mr. Haviland); 36,300 (Ms. Lebenthal); 36,300 (Mr. Levine); 36,300 (Mr. McInerney); and 36,300 (Mr. Weber).

(3)	This column represents Company-paid contributions made to qualified tax-exempt organizations under the Matching Gift Program on behalf of the non-management directors.

Fiscal Year 2010 Non-Management Director Compensation Changes

In August 2009, the Compensation Committee determined to make no changes to non-management director compensation for fiscal year 2010.

Compensation of the Executive Chairman and Chairman of the Board of Directors

Mr. Weinbach is a Broadridge employee, serving as the Executive Chairman and Chairman of the Board of Directors. In fiscal year 2009, his annual compensation consisted of:

1. $500,000 base salary, paid monthly.

2. An annual stock option grant with a value of $500,000 (as determined under a binomial valuation model), a termination date 10 years from the date of the grant, and a ratable vesting schedule of 20% per year starting at the first anniversary of the grant date. The actual number of options granted will be determined annually at the time of grant by dividing $500,000 by the binomial value for each Broadridge stock option. Mr. Weinbach received a stock option grant on May 13, 2009 of 62,000 options with an exercise price of $17.66 per share, which is equal to the closing price of Broadridge Common Stock on the grant date.

3. Under the Company’s Matching Gift Program, the Company matched $10,000 of contributions to qualified tax-exempt organizations made by Mr. Weinbach in fiscal year 2009.

MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding individuals who serve as our executive officers. Information about the individuals who serve as our directors is set forth in the “Election of Directors—Information About the Nominees” section of this Proxy Statement.


Name	Age	Position(s)
Arthur F. Weinbach	66	Executive Chairman and Chairman of the Board of Directors
Richard J. Daly	56	Chief Executive Officer and Director
John Hogan	61	President and Chief Operating Officer
Adam D. Amsterdam	48	Corporate Vice President, General Counsel and Secretary
Joseph Barra	49	Corporate Vice President, Clearing and Outsourcing Solutions
J. Peter Benzie	61	Corporate Vice President, Sales
Maryjo T. Charbonnier	39	Corporate Vice President, Human Resources
Douglas R. DeSchutter	39	Corporate Vice President, Strategic Development
Robert F. Kalenka	46	Corporate Vice President, Global Procurement and Facilities
Charles J. Marchesani	49	Corporate Vice President, Securities Processing Solutions
Gerard F. Scavelli	54	Corporate Vice President, Investor Communication Solutions
Robert Schifellite	51	Corporate Vice President, Investor Communication Solutions
Dan Sheldon	53	Corporate Vice President, Chief Financial Officer

Arthur F. Weinbach. Mr. Weinbach is our Executive Chairman and Chairman of our Board of Directors. Mr. Weinbach’s biographical information is set forth in the “Election of Directors—Information About the Nominees” section of this Proxy Statement.

Richard J. Daly. Mr. Daly is our Chief Executive Officer and a member of our Board of Directors. Mr. Daly’s biographical information is set forth in the “Election of Directors—Information About the Nominees” section of this Proxy Statement.

John Hogan. Mr. Hogan is our President and Chief Operating Officer. Prior to the spin-off of Broadridge from ADP, he served as Group President of the Brokerage Services Group of ADP and as a member of the Executive Committee and a Corporate Officer of ADP, positions he held since June 1996. In his role as President, he shared the responsibility of running the Brokerage Services Group with Mr. Daly and was directly responsible for our Securities Processing Solutions and Clearing and Outsourcing Solutions businesses. He joined ADP in 1993 as Senior Vice President and Chief Operations Officer of the Proxy Services business.

Adam D. Amsterdam. Mr. Amsterdam is our Corporate Vice President, General Counsel and Secretary. Mr. Amsterdam is responsible for all legal matters related to the Company. Prior to the spin-off of Broadridge from ADP, he served as Associate General Counsel and Staff Vice President of ADP since January 2006. Mr. Amsterdam joined ADP in 1991 as Corporate Counsel responsible for the Brokerage Services business. In 1994, he was promoted to Senior Corporate Counsel of ADP. Mr. Amsterdam was promoted in 1996 to Assistant General Counsel and then again in 2002 to Associate General Counsel of ADP.

Joseph Barra. Mr. Barra is our Corporate Vice President, Clearing and Outsourcing Solutions. He is responsible for our Clearing and Outsourcing Solutions business. Mr. Barra joined ADP’s Brokerage Services Business in 2005 as the President of ADP Clearing & Outsourcing Services, Inc. Prior to joining ADP, he was instrumental in establishing National Investor Services Corp. (NISC) as TD Waterhouse’s affiliate clearing broker-dealer, and served as its President and Chief Executive Officer from 1996 to 2005. During that time, he took on increasing responsibilities within TD Waterhouse that included overseeing its capital markets group, nationwide call centers and investment centers and also served as President, TD Waterhouse Securities Inc.

J. Peter Benzie. Mr. Benzie is our Corporate Vice President, Sales. He is responsible for global sales for our three businesses. Mr. Benzie joined ADP’s Brokerage Services Business in 2005 as Executive Vice President, Global Chief Sales Officer. Prior to joining ADP, he served as Executive Vice President of National Financial, a unit of Fidelity Investments from 2001. In that role, he was responsible for Fidelity’s correspondent clearing business. He joined Fidelity in 1996, as Executive Vice President in the Private Wealth Management area where he managed Fidelity’s retail branches, phone sites, operations, sales, marketing and products.

Maryjo T. Charbonnier. Ms. Charbonnier is our Corporate Vice President, Human Resources. She is responsible for all aspects of Human Resources within Broadridge. She joined the Company in August 2008, and was promoted to her current role in June 2009. Prior to joining Broadridge, Ms. Charbonnier held many senior human resource positions at PepsiCo, Inc. in the United States ( U.S. ), Canada and Mexico over a 13-year period. In her last role at PepsiCo, she was the Vice President of Talent Sustainability PepsiCo Foods and she led the talent management strategy and implementation for PepsiCo’s largest division.

Douglas R. DeSchutter. Mr. DeSchutter is our Corporate Vice President, Strategic Development. Commencing in October 2009, Mr. DeSchutter’s responsibilities include transaction reporting and information distribution services. Previously, his responsibilities included mergers and acquisitions and the development of our long-term growth strategy including strategic planning and new market opportunities. Prior to the spin-off of Broadridge from ADP, Mr. DeSchutter served as Vice President of Corporate Development for ADP from 2002, until he was promoted to Staff Vice President of Corporate Development in 2006. Prior to joining ADP in 2002, he was Vice President of Mergers & Acquisitions at Lehman Brothers focusing on the technology sector.

Robert F. Kalenka. Mr. Kalenka is our Corporate Vice President, Global Procurement and Facilities. In addition to being responsible for global procurement and facilities, he is responsible for the operations of our Investor Communication Solutions business. Mr. Kalenka joined ADP’s Brokerage Services Business in 1992 in the Investor Communication Services Division as Director of Finance. He was promoted to Vice President of Operations of the Investor Communication Services Division in 1994, and again as Chief Operating Officer and Senior Vice President of the Investor Communication Services Division in 1999.

Charles J. Marchesani. Mr. Marchesani is our Corporate Vice President, Securities Processing Solutions. He is responsible for our securities processing services. Mr. Marchesani joined ADP’s Brokerage Services Business in 1992 in the Market Data Services Division as Director of the Help Desk and served in various roles of increasing responsibility within the Brokerage Processing Services business until he was promoted to General Manager of the Brokerage Processing Services business in 2005.

Gerard F. Scavelli. Mr. Scavelli is our Corporate Vice President, Investor Communication Solutions. In 2008, he assumed responsibility for our mutual fund solutions group. Previously, Mr. Scavelli was responsible for our financial information distribution and transaction reporting services. Mr. Scavelli joined ADP’s Brokerage Services Business in 1997 as Vice President of Business Development. In 1999, he was promoted to Senior Vice President and General Manager of Information Distribution Services.

Robert Schifellite. Mr. Schifellite is our Corporate Vice President, Investor Communication Solutions. He is responsible for our beneficial, registered and global proxy communications services and our reorganization/corporate actions and tax reporting services. In 2008, he also assumed responsibility for our financial information distribution and transaction reporting services. Mr. Schifellite joined ADP’s Brokerage Services Business in 1992 as Vice President, Client Services. In 1996, he was promoted to Senior Vice President and General Manager of Investor Communication Services.

Dan Sheldon. Mr. Sheldon is our Corporate Vice President and Chief Financial Officer. He joined ADP in 1984 as Director of Internal Audit. During his tenure with ADP, he held various senior financial management positions in most of the major business units, including as Chief Financial Officer of the Brokerage Services Business of ADP. Mr. Sheldon was appointed Corporate Vice President and Controller of ADP in June 2003. In addition to his role as Controller, he was responsible for ADP’s shared services operations and finance information systems.

OWNERSHIP OF COMMON STOCK BY

MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table shows the number of shares of Common Stock beneficially owned by each director, each director nominee, and each executive officer named in the Summary Compensation Table (the “ Named Executive Officers ”), and by all directors and executive officers as a group.

The information set forth below is as of August 31, 2009, and is based upon information supplied or confirmed by the named individuals. The address of each person named in the table below is c/o Broadridge Financial Solutions, Inc., 1981 Marcus Avenue, Lake Success, New York 11042.


Beneficial Owner	Common Shares (1)(2)	Percent of Common Shares
Joseph Barra	243,894	*
Leslie A. Brun	36,800	*
Richard J. Daly	1,032,702	*
Robert N. Duelks	0	*
Richard J. Haviland (3)	49,585	*
John Hogan	674,501	*
Alexandra Lebenthal	36,300	*
Stuart R. Levine	42,343	*
Thomas E. McInerney	66,300	*
Thomas J. Perna	0	*
Robert Schifellite	277,221	*
Dan Sheldon	388,990	*
Alan J. Weber	36,300	*
Arthur F. Weinbach	224,090	*
All directors, director nominees, and executive officers as a group (21 persons including those directors and executive officers named above)	4,300,618	3.1	%

*	Represents beneficial ownership of less than one percent (1%) of the issued and outstanding shares of Common Stock.

(1)	Includes unrestricted Common Stock over which each director or executive officer has sole voting and investment power and restricted Common Stock over which they have sole voting power but no investment power (until restrictions lapse).

(2)

Amounts reflect vested stock options and stock options that will vest within 60 days of August 31, 2009. If shares are acquired, the director or executive officer would have sole discretion as to voting and investment. The shares beneficially owned include: (i) the following shares subject to such options granted to the following directors and executive officers: 217,027 (Mr. Barra); 36,300 (Mr. Brun); 968,225 (Mr. Daly); 36,300 (Mr. Haviland); 664,452 (Mr. Hogan); 36,300 (Ms. Lebenthal); 36,300 (Mr. Levine); 36,300 (Mr. McInerney); 265,142 (Mr. Schifellite); 372,238 (Mr. Sheldon); 36,300 (Mr. Weber); and 41,260 (Mr. Weinbach); and (ii) 3,843,512 shares subject to such options granted to all directors and executive officers as a group.

(3)	Includes 13,285 shares of Common Stock held in two trusts in which Mr. Haviland and his wife are co-trustees.

The following table sets forth, as of August 31, 2009, the amount of beneficial ownership of each beneficial owner of more than five percent (5%) of the Company’s Common Stock:


Beneficial Owner	Number of Common Shares Beneficially Owned	Percentage of Common Shares Beneficially Owned
Barclays Global Investors (1)	7,615,302	5.5	%
Morton Holdings, Inc. (2)	9,479,725	6.9	%
Philip B. Korsant (2)	9,479,725	6.9	%
Samana Capital, L.P. (2)	7,713,953	5.6	%

(1)	Based on the information contained in a Schedule 13G filed on February 5, 2009, the following persons beneficially own, in the aggregate, 7,615,302 of the Company’s Common Stock:


Beneficial Owner		Number of Common Shares Beneficially Owned
Barclays Global Investors, NA.		4,553,484
Barclays Global Fund Advisors		2,504,250
Barclays Global Investors, LTD		397,146
Barclays Global Investors Japan Limited		116,522
Barclays Global Investors Canada Limited		37,202
Barclays Global Investors Australia Limited		6,698

The address of Barclays Global Investors, NA and Barclays Global Fund Advisors is 400 Howard Street, San Francisco, California 94105. The address of Barclays Global Investors, LTD is Murray House, 1 Royal Mint Court, London, EC3N 4HH. The address of Barclays Global Investors Japan Limited is Ebisu Prime Square Tower, 8th Floor, 1-1-39 Hiroo Shibuya-Ku, Tokyo, 150-8402, Japan. The address of Barclays Global Investors Canada Limited is Brookfield Place, 161 Bay Street, Suite 2500, P.O. Box 614, Toronto, Ontario, Canada M5J 2S1. The address of Barclays Global Investors Australia Limited is Level 43, Grosvenor Place, 225 George Street, P.O. Box N43, Sydney, Australia NSW 1220.

(2)

Based on the information contained in a Schedule 13G filed on February 17, 2009 by Samana Capital, L.P. (“ Samana Capital ”), Morton Holdings, Inc. (“ Morton Holdings ”), and Philip B. Korsant. Morton Holdings, as general partner of various partnerships including Samana Capital, reported shared beneficial ownership of 9,479,725 shares. Samana Capital reported shared beneficial ownership of 7,713,953 shares. Philip B. Korsant reported shared beneficial ownership of 9,479,725 shares. The address of Samana Capital, Morton Holdings, and Philip B. Korsant is 283 Greenwich Avenue, Greenwich, Connecticut 06830.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

As required by its charter, the Broadridge Compensation Committee has oversight of all elements of compensation of Broadridge’s executive officers, including the Named Executive Officers, and it approves the total compensation packages of the Executive Chairman and the Chief Executive Officer. In practice, the Compensation Committee is involved in the review and approval of all compensation decisions related to all of the Named Executive Officers. The Compensation Committee plays a significant role in the evolution of Broadridge’s executive compensation strategies and policies in order to ensure that such compensation strategies and policies support our long-term business strategy and enhance our performance and return to stockholders.

To help guide and facilitate this role where necessary, the Broadridge Compensation Committee engaged Towers Perrin as its independent compensation consultant, to provide compensation market analysis and insight with respect to our executive officers, including the Named Executive Officers. Please see the “Corporate Governance” section of this Proxy Statement for additional information about the role of Towers Perrin.

The Broadridge Compensation Committee consults with Broadridge’s Executive Chairman, Chief Executive Officer, Corporate Vice President of Human Resources, and General Counsel who provide compensation data and make recommendations on the compensation policies. In addition, the Company’s Corporate Vice President of Human Resources provides compensation-related information to the independent compensation consultant. In evaluating the performance of the Chief Executive Officer, the Compensation Committee also takes into account the performance review of the Chief Executive Officer conducted by the Executive Chairman.

Broadridge Compensation Program Design

The Broadridge Compensation Committee designed an executive compensation package for the Named Executive Officers with the following compensation elements:

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Base salary;

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Annual performance-based cash incentives ( i.e ., annual target bonuses);

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Annual grants of Broadridge stock options;

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Annual grants of restricted stock units (“ RSUs ”) with performance vesting;

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A Change in Control Severance Plan and related agreements;

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A 401(k) plan, a Supplemental Officers Retirement Plan (SORP), and a non-qualified deferred compensation plan;

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Benefit Plans; and

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Perquisites.

Compensation Program Objectives and Rewards

Broadridge’s executive officer compensation programs are designed to enable us to achieve our goal of long-term value creation for stockholders. The programs’ objectives are:

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Provide a clear “line of sight” and linkage between individual performance, organization performance and compensation.

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Attract, engage and retain the executive officers that help ensure our future success.

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Motivate and inspire executive officer behavior that fosters a high-performance culture while maintaining a reasonable level of risk.

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Ensure that our executive officers are motivated to increase stockholder value.

We measure the achievement of these objectives by monitoring executive recruiting and retention, productivity, financial and operational performance, executive engagement, and market competitiveness.

All of the compensation and benefits programs for our Named Executive Officers described below enable Broadridge to attract, retain and motivate the highly talented individuals who will enable us to succeed in a highly competitive marketplace. Each of the compensation elements are designed to achieve the objectives set forth above.

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Base salary and benefits are designed to attract and retain executives over time by providing regular and continued payments that are appropriate to their position, experience and responsibilities.

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Annual performance-based cash incentives are designed to focus our executives on pre-set objectives each year such as the financial objectives of growth in revenue, sales and earnings per share (“ EPS ”). These goals were selected because their achievement by Broadridge serves to best foster short-term and long-term growth and profitability.

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Long-term incentives, consisting of stock options and performance-based RSUs under the 2007 Omnibus Award Plan, are designed to develop a clear line of sight and linkage between executive effort, company performance, and the creation of long-term stockholder value.

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Severance and change in control plans are designed to neutralize the potential conflict our executives could face with a potential change in control or other possible termination situation and to facilitate our ability to attract and retain executives as we compete for talented individuals in a marketplace where such protections are commonly offered.

Generally, Broadridge provides its executive officers a total compensation package of base salary, annual cash incentive award, and long-term incentive awards. The goal is to pay a total compensation package valued at the median of the external market for target performance, and above the median of the external market for superior company performance, as defined by profitability and the long-term growth in total stockholder return. The “external market” utilized by the Compensation Committee in making compensation decisions is described in greater detail in the “Peer Group Selection and Market Data” section below and in the descriptions of various compensation determinations in this Compensation Discussion and Analysis section of the Proxy Statement.

In addition, Broadridge has initiated a multi-year program to increase total equity ownership among its executive officers through special stock option grants that are in addition to the annual long-term incentive awards explained above. These grants are described in greater detail below in the “Special Stock Option Grants” section of this Proxy Statement. The Board of Directors has also adopted Broadridge stock ownership guidelines for executive officers that are described in greater detail in the “Stock Ownership Guidelines” section of this Proxy Statement.

In total, these programs reward a mix of short-, medium-, and long-term Company financial performance with both cash and equity compensation, while also mitigating the possibility of excessive risk-taking by executive officers. Several elements of the total compensation program provide for significant long-term wealth creation for executive officers only when Broadridge provides consistent total stockholder return (as reflected in an increase in Broadridge’s stock price and quarterly dividend payments) over a sustained period. Some specific elements of the program that are designed to dissuade executive officers from excessive risk-taking include:

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The multiple year vesting window for stock options and RSUs granted;

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The tying of RSU vesting to average two-year EPS goal achievement; and

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The establishment of stock ownership guidelines for all executive officers.

Peer Group Selection and Market Data

The Broadridge Compensation Committee, with the assistance of its independent compensation consultant, has determined that the following 18 companies are Broadridge’s peers for compensation benchmarking purposes (the “ Peer Group ”):


• Alliance Data Systems Corp.		• Heartland Payment Systems Inc.
• Cognizant Technology Solutions Corp.		• Hewitt Associates Inc.
• Convergys Corp.		• Lender Processing Services, Inc.
• DST Systems Inc.		• Metavante Technologies, Inc.
• Equifax Inc.		• Paychex Inc.
• Fidelity National Information Services, Inc.		• Perot Systems Corp.
• Fiserv Inc.		• SEI Investments Co.
• GFI Group Inc.		• TeleTech Holdings Inc.
• Global Payments Inc.		• Total System Services Inc.

The 2009 Peer Group was adjusted from the 2008 peer group upon the review and recommendation of the Compensation Committee’s independent compensation consultant. The Peer Group companies were selected by the Compensation Committee in conjunction with the independent compensation consultant based primarily on three factors:

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The similarity of the business in which the company operates to Broadridge’s business;

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The company’s annual revenue and revenue growth over one-year and three-year periods; and

•

The enterprise value of the company.

Equifax Inc., Global Payments Inc., Lender Processing Services, Inc. and Metavante Technologies, Inc. were added to the Peer Group as they represent appropriate and fair comparables to our lines of business. Fair Isaac Corp., Interactive Data Corporation and SAVVIS, Inc. were removed from the Peer Group after a review determined that they no longer were “best fit” peers for Broadridge based on the criteria set forth above. This list of companies in the Peer Group will be reviewed annually by the Compensation Committee.

The Peer Group data are considered a primary source of information in the determination of both market practices and market compensation levels for the Named Executive Officers. However, in many circumstances, the Peer Group data are not sufficient due to limited matches of certain executive officer positions or roles. In those cases, the Compensation Committee also reviews data related to publicly-traded general industry companies with annual revenues in the $1–4 billion range (the “ General Industry Group ”) when it is considering the market competitiveness of Named Executive Officer compensation levels and/or market practices. The list is made up of 475 companies in a broad range of industries with median revenue of $1.87 billion. Revenue was the sole factor in determining the General Industry Group, and as a result, the Compensation Committee considers the General Industry Group a secondary source for data when compared to the Peer Group.

General Industry Group data were reviewed by the Compensation Committee in conjunction with the Peer Group data to determine market rates and year-over-year changes in Mr. Daly’s total compensation, which are discussed in more detail below. Peer Group data were also used to determine external market competitive practice on executive officer stock ownership levels when evaluating the special stock option grants, as explained below.

Elements of Executive Compensation

Base Salary

The Compensation Committee annually reviews and recommends the base salaries for our executive officers, including the Named Executive Officers. Executive officer base salaries vary based on job responsibilities, individual contributions, and the relative scarcity of key skills in the external market. The base

salaries for Broadridge’s Chief Executive Officer, Chief Financial Officer, and President and Chief Operating Officer are designed so that, when combined with other compensation elements, the total compensation levels at target performance are approximately at the median of the Peer Group. The base salaries of the other executive officers are set using a similar methodology, but with a target of the median of the General Industry Group. The General Industry Group is used as the primary benchmark for other executive officer compensation analyses because the Peer Group data have not historically provided a sufficient number of job matches to make the analysis of those positions statistically reliable.

Chief Executive Officer

The base salary of Broadridge’s Chief Executive Officer is reviewed and approved by the Compensation Committee in August of each year because of the timing of the filing of the Peer Group companies’ proxy statements. With respect to Mr. Daly’s fiscal year 2009 base salary, in August 2008, the Compensation Committee approved a 12.5% base salary increase for Mr. Daly from $600,000 per year to $675,000 per year. In approving this base salary increase, the Compensation Committee reviewed data on CEO total compensation levels for both the Peer Group and the General Industry Group. The Compensation Committee considered Broadridge’s overall performance during Mr. Daly’s tenure as Chief Executive Officer, and his historical base salary position below the 50 ^th percentile of the Peer Group. This increase, effective July 1, 2008, resulted in Mr. Daly’s salary being slightly above the 50 ^th percentile of the CEO base salaries in the Peer Group, and between the 25 ^th and 50 ^th percentiles of the General Industry Group data reviewed by the Compensation Committee. This was considered appropriate pay positioning for Mr. Daly’s base salary because the CEO base salary median of the Peer Group has historically been lower than the median of the General Industry Group.

In August 2009, the Compensation Committee reviewed Mr. Daly’s base salary and determined to make no changes to his salary for fiscal year 2010.

Other Named Executive Officers

The base salaries of Broadridge’s executive officers, other than the Chief Executive Officer, are reviewed in April of each year, which is the month during which Broadridge has traditionally granted annual merit salary increases to its employees. The Compensation Committee reviewed surveys of current industry practices provided by Towers Perrin and other compensation consulting firms on 2009 executive salary increases. Those surveys indicated that the majority of companies surveyed changed their planned executive base salary merit increases in 2009 due to the recent weak economic conditions. For example, data provided by the compensation consultant showed that a majority of U.S. companies decreased their 2009 merit budgets, while over one-fifth of those companies had frozen salaries for 2009. As a result of this analysis, in April 2009, the Compensation Committee approved a freeze on base salaries for all other Named Executive Officers.

Annual Performance-Based Cash Incentives

Broadridge provides annual performance-based cash incentives to all of its executive officers, including the Named Executive Officers. These awards are made under Section 11 of the 2007 Omnibus Award Plan. Amounts payable pursuant to the 2007 Omnibus Award Plan are intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “ Code ”). Broadridge’s executive officers, including the Named Executive Officers, receive a cash award based on a mix of financial, operational and leadership performance goals. The annual cash incentive plans for the Company’s Named Executive Officers are designed to reward based on annual performance, as measured by financial, operational, and leadership achievement against pre-set goals. Financial achievement, as expressed by revenue, earnings and sales, is the most heavily-weighted set of goals in all Named Executive Officer plans because the Compensation Committee considers these measures to be the Company’s most important annual performance goals, as it believes these factors create long-term stockholder value.

The details of how the 2009 annual cash incentive amounts were calculated for the Named Executive Officers are provided below.

Fiscal Year 2009 Annual Cash Incentive Award Changes

In August 2008, the Compensation Committee approved changes to the fiscal year 2009 target cash incentive awards for the following Named Executive Officers:

Chief Executive Officer

The Compensation Committee approved an increase in the full-year target cash incentive for Mr. Daly from $600,000 to $1,100,000. The Compensation Committee approved the increase in order to maintain a total target compensation package that approximates the 50 ^th percentile of the Peer Group. In total, however, Mr. Daly’s fiscal year 2009 target cash incentive amount was unchanged from the aggregate target amount in fiscal year 2008, as a fiscal year 2008 mid-year cash incentive with a target payment amount of $500,000 was not renewed in fiscal year 2009.

Other Named Executive Officers

The Compensation Committee approved a recommendation from Mr. Daly to increase Mr. Hogan’s target cash incentive for fiscal year 2009 from $500,000 to $675,000. Mr. Daly recommended that, given Mr. Hogan’s superior performance, Mr. Hogan’s total compensation positioning be moved from the 50 ^th percentile of the Peer Group’s second highest paid executive officers to the 60 ^th percentile of the Peer Group.

The Compensation Committee approved a recommendation from Mr. Daly to increase Mr. Schifellite’s target cash incentive for fiscal year 2009 from $243,880 (70% of base salary) to $348,400 (100% of base salary). Mr. Daly recommended this change in order to bring Mr. Schifellite’s total target cash compensation to the 50 ^th percentile of the General Industry Group for similar positions, as well as to better align his annual cash incentive target with his internal peers, several of whom managed smaller businesses with less financial and strategic impact, and had annual incentive targets at or above 100% of base salary in fiscal year 2009.

The fiscal year 2009 target cash incentive awards for Messrs. Sheldon and Barra, as a percentage of their fiscal year-end base salaries, were not changed from their fiscal year 2008 target amounts.

Fiscal Year 2009 Annual Cash Incentive Award—Chief Executive Officer

Mr. Daly’s annual cash incentive award is part of his total annual compensation package. Its target value for fiscal year 2009 was $1,100,000, with a range of possible payment of 0% to 200% of the target amount. Its weights and measures as approved by the Compensation Committee were as follows:

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Financial Goals (52.5% of the weighting of the cash incentive) of Broadridge Revenue, Net Earnings, Total Sales, Outsourcing Sales, Cash Flow, Acquisitions, the development of an operating plan for the next fiscal year with acceptable revenue and EPS growth objectives over fiscal year 2009 actual performance, and fully-diluted EPS.

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Operational Goals (25% of the weighting of the cash incentive) were the development and execution of strategic goals that were designed to improve the Company’s long-term financial strength and market position.

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Leadership Goals (22.5% of the weighting of the cash incentive) were the continued development of a strong executive officer team, development of a succession planning process with an emphasis on senior leadership succession, and other key leadership initiatives.

Fiscal Year 2009 Annual Cash Incentive Award—Other Named Executive Officers

Broadridge’s other Named Executive Officers have cash incentive programs that are similar in structure to Mr. Daly’s program. The target cash incentive award amounts are a percentage of each executive officer’s base salary and are determined by a combination of the executive’s job grade level and other factors such as the specific responsibilities of the executive’s role and external market analysis of both the Peer Group and the General Industry Group. The Named Executive Officers’ 2009 annual incentive targets were: Mr. Sheldon: 75%; Mr. Hogan: 125%; Mr. Barra: 115%; and Mr. Schifellite: 100%, of their respective base salaries.

The Named Executive Officers’ 2009 annual cash incentive target goals were recommended by Mr. Daly, with his own financial, operational, and leadership goals serving as a guideline on both target performance and relative weighting of those goals, and were approved by the Compensation Committee. The annual incentive targets and key performance measures for fiscal year 2009 were as follows:


Dan Sheldon Target Incentive Award = $334,687		• Financial Goals (65% weight) — Broadridge Revenue, fully-diluted EPS, Cash Flow, Acquisitions, Development of a fiscal year 2010 Operating Plan, and Total Sales • Operational Goals (20% weight) — Client Satisfaction, Sarbanes-Oxley Act audit requirements, and maintenance of investor relations ratings and communications • Leadership Goals (15% weight) — Employer of choice initiatives

John Hogan Target Incentive Award = $675,000		• Financial Goals (47.5% weight) — Broadridge Revenue, fully-diluted EPS, Acquisitions, Development of a fiscal year 2010 Operating Plan, and Total Sales • Operational Goals (32.5% weight) — Development and execution of strategic goals designed to improve the Company’s long-term financial strength and market position, and Client Satisfaction • Leadership Goals (20% weight) — Employer of choice initiatives

Joseph Barra Target Incentive Award = $452,594		• Financial Goals (60% weight) — Broadridge Revenue, fully-diluted EPS, Acquisitions, Development of a fiscal year 2010 Operating Plan, Total Sales, Division Revenue, Division Earnings Before Interest and Taxes (“ EBIT ”), and Division Sales • Operational Goals (25% weight) — Market growth and new solutions to improve margins, and Client Satisfaction • Leadership Goals (15% weight) — Employer of choice initiatives

Robert Schifellite Target Incentive Award = $348,400		• Financial Goals (60% weight) — Broadridge Revenue, fully-diluted EPS, Acquisitions, Development of a fiscal year 2010 Operating Plan, Total Sales, Division Revenue, Division EBIT, and Division Sales • Operational Goals (25% weight) — Client Retention, Client Satisfaction, Creation of New Market-based Initiatives, and Reporting Accuracy of the Proxy Services business • Leadership Goals (15% weight) — Employer of choice initiatives

Other than the Total Sales, Outsourcing Sales, EPS, Division Sales, Development of a fiscal year 2010 Operating Plan, and Acquisitions goals, all of the Company’s financial goals are presented in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The financial goals that are not presented in accordance with U.S. GAAP are measured as follows:

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The Total Sales goal is measured as the annual value of the expected revenue from all services contracts signed in the current fiscal year.

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The Outsourcing Sales goal is measured as the annual value of the expected revenue from outsourcing services contracts signed in the current fiscal year.

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The EPS goal is measured as the Company’s fiscal year-end fully-diluted earnings per share with the exclusion of certain one-time items. In fiscal year 2009, this measure excluded the one-time gain from the purchase of $125.0 million principal amount of the Company’s 6.125% senior notes due 2017, and the one-time benefit from a state tax credit.

•

The Division Sales goals are measured as the annual value of the expected revenue from services contracts signed for the particular business in the current fiscal year.

•

The Development of a fiscal year 2010 Operating Plan is measured as the expected growth in both Broadridge revenue and Broadridge EPS in fiscal year 2010 as compared to actual revenue and EPS achievement in fiscal year 2009.

•

The Acquisitions goal is measured as the annual revenue expected to be generated by acquisitions closed by Broadridge in the current fiscal year.

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The Leadership goals are measured by the achievement of measurable milestones such as employee engagement levels (as determined by independent third-party surveys), employee turnover rates, and diversity and inclusion goals.

The Company has not disclosed the Outsourcing Sales Key Financial Measure goal range, and the Division EBIT and Division Sales Key Financial Measure goal ranges pertaining to the division of the Investor Communication Solutions business for which Mr. Schifellite is responsible, because this information is not otherwise publicly disclosed by the Company and the Company believes it would cause competitive harm to do so in this Proxy Statement. The probability of achieving these Key Financial Measures was substantially uncertain at the time the goals were set. In addition, these Key Financial Measure goals exceeded the levels attained in the prior fiscal year.

Detailed Scoring of Fiscal Year 2009 Annual Cash Incentive Award—Chief Executive Officer

The financial, operational and leadership goals for Mr. Daly were set and scored by the Broadridge Compensation Committee. Mr. Daly does not participate in the final determination of his cash incentive payment. For each Key Financial Measure, Broadridge assigned a scaled number of points that varied based on the performance results within the goal range, and each point had a pre-set dollar value.

Mr. Daly’s fiscal year 2009 cash incentive payment was reviewed and approved by the Broadridge Compensation Committee based upon the actual results achieved against the following financial, operational and leadership goals:


Key Financial Measure	Goal Range	Achievement
Fiscal Year 2009 Broadridge Revenue	$2,069 – $2,519 million	$2,149 million

Fiscal Year 2009 Broadridge Net Earnings	$173 – $259 million	$223 million

Fiscal Year 2009 Broadridge Total Sales	$119 – $219 million	$156 million

Fiscal Year 2009 Outsourcing Sales (1)		Under the goal minimum

Fiscal Year 2009 Broadridge Cash Flow	$186 – $272 million	$254 million

Fiscal Year 2009 Broadridge Acquisitions	$25 – $70 million	Under $25 million

Development of Fiscal Year 2010 Broadridge Operating Plan	Create a fiscal year 2010 operating plan that shows acceptable revenue and EPS growth objectives over fiscal year 2009 actual performance	The fiscal year 2010 revenue and EPS growth plan was successfully created

Fiscal Year 2009 Broadridge fully-diluted EPS	$1.21 – $1.81	$1.51

(1)

The Company has not disclosed the Outsourcing Sales Key Financial Measure goal range because this information is not otherwise publicly disclosed by the Company and the Company believes it would cause competitive harm to do so in this Proxy Statement. The probability of achieving this Key Financial Measure was substantially uncertain at the time it was set. In addition, this Key Financial Measure goal exceeded the level attained in the prior fiscal year.


Key Operational and Leadership Goals	Stated Goal	Achievement
Key Strategic Effort	• Build a five-year strategic plan that aims to grow long-term revenue and profits from new products and acquisitions, specifically opportunities in the global businesses and Notice and Access services	• Five-year strategic plans for each major business segment were provided to the Board of Directors • New business opportunities have been established internationally, as well as within the Notice and Access services area

	• Engage management to drive Broadridge’s strategic plan	• The Company undertook several initiatives to improve management’s strategic capabilities

	• Continued improvement of Broadridge’s marketing efforts with respect to securities processing services	• The Company has leveraged the #1 provider ranking the securities processing services received in a third-party survey conducted this year to improve the marketing efforts with respect to those services

Growth/Growth Inhibitors	• Accelerate sales by reorganizing account management by key client	• Reorganization of key sales functions by client was completed

	• Successfully launch new products from a Company-sponsored program designed to bring new products to market	• Several new initiatives brought to market based on an internal product development program

	• Pursue new global market opportunities	• Multiple new global market opportunities were completed

	• No major unplanned client losses	• All client retention goals were met

Succession Planning/ Development
Succession Planning/ Development	• Create and execute Chief Executive Officer succession planning	• Chief Executive Officer succession planning document completed and delivered to the Board of Directors

	• Develop bench strength at the Executive Committee level and two levels down from the Chief Executive Officer	• Continued strategic hiring, promotion and mentoring at executive levels

Quality of Leadership	This item permits recognition of other significant contributions not described above, including Executive Committee participation, additional acquisition/business development, and the continued development of the Chief Executive Officer in his role	The Compensation Committee recognized the significant progress and development the Chief Executive Officer has made in these areas

Detailed Scoring of Fiscal Year 2009 Annual Cash Incentive Award—Other Named Executive Officers

All other Named Executive Officers’ annual cash incentive awards were recommended by Mr. Daly and approved by the Compensation Committee. To the extent applicable, the Key Financial Measures listed above, with respect to Mr. Daly’s annual cash incentive award, are measured in the same manner for purposes of scoring the awards of the other Named Executive Officers. The Company has not disclosed the Outsourcing Sales Key Financial Measure goal range, and the Division EBIT and Division Sales Key Financial Measure goal ranges pertaining to the division of the Investor Communication Solutions business for which Mr. Schifellite is responsible, because this information is not otherwise publicly disclosed by the Company and the Company believes it would cause competitive harm to do so in this Proxy Statement. The probability of achieving these Key Financial Measures was substantially uncertain at the time the goals were set. In addition, these Key Financial Measure goals exceeded the levels attained in the prior fiscal year. The annual cash incentive awards paid to Messrs. Barra and Schifellite were based upon the actual results achieved against the following Key Financial Measures, as applicable.


Key Financial Measure	Goal Range	Achievement
Fiscal Year 2009 Clearing and Outsourcing Solutions Division Revenue	$99 – $121 million	$101 million

Fiscal Year 2009 Clearing and Outsourcing Solutions Division EBIT	$(1) – $11 million	$(9.1) million

Fiscal Year 2009 Clearing and Outsourcing Solution Division Sales	$28 – $52 million	Under the goal minimum

Fiscal Year 2009 Investor Communication Solutions Bank/Broker-Dealer Division Revenue	$1,340 – $1,637 million	$1,435 million

Fiscal Year 2009 Annual Cash Incentive Award Payments

The results of the annual cash incentive award calculations for fiscal year 2009 are as follows:


	Fiscal Year 2009 Annual Cash Incentive Totals
Name	Target $		Earned $		Earned as % of Target
Richard J. Daly	$	1,100,000	$	1,278,750	116	%
Dan Sheldon	$	334,687	$	334,970	100	%
John Hogan	$	675,000	$	810,344	120	%
Joseph Barra	$	452,594	$	389,907	86	%
Robert Schifellite	$	348,400	$	415,908	119	%

Special One-Time Bonus Payment to Mr. Barra

In November 2008, the Compensation Committee approved a special, one-time discretionary payment to Mr. Barra in the amount of $132,100 related to his fiscal year 2008 performance as Corporate Vice President of the Clearing and Outsourcing Solutions business. The Compensation Committee determined that Mr. Barra’s performance during difficult economic conditions merited a one-time bonus payment.

Fiscal Year 2010 Annual Cash Incentive Award Plan Changes

In August 2009, the Compensation Committee reviewed the fiscal year 2010 annual cash incentive plans for Mr. Daly and the other Named Executive Officers and determined to make no changes to the target amounts in those plans.

Long-Term Incentive Compensation

The Company maintains the 2007 Omnibus Award Plan which provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights (“ SARs ”), restricted stock, RSUs, phantom stock awards, stock bonuses and performance compensation awards, or a combination of the foregoing to employees, directors, and

consultants or advisors to the Company. The Board of Directors or its delegate has sole discretion to determine eligibility under the 2007 Omnibus Award Plan. The purpose of the 2007 Omnibus Award Plan is to align employees’ and directors’ financial interests with those of stockholders, and to improve our long-term profitability and stability through the attraction and retention of superior talent.

The Company grants both stock options and performance-based RSUs to its executive officers annually in order to reinforce key different but related long-term business strategies. Stock options with an expiration date 10 years from the grant date align executive officers with stockholder interests to create long-term growth in the Broadridge stock price. Performance-based RSUs with a two-year performance period prior to vesting reinforce the effect that year-over-year EPS growth has on the Company’s stock price.

Long-Term Incentive Grants

Broadridge makes annual long-term incentive grants to its Named Executive Officers and other executive officers. For all Broadridge executive officers, these grants include stock options and RSUs with performance requirements prior to vesting.

Each Named Executive Officer has an annual long-term incentive target grant denoted in U.S. dollars. Those dollar targets will result in annual grants of stock options and RSUs based on the prevailing price of Broadridge Common Stock and the SFAS No. 123R expected value of each stock option granted as determined by a standard stock option valuation model.

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Stock Options are granted under the 2007 Omnibus Award Plan. The aggregate number of stock options granted, as well as the individual grants to the Executive Chairman and Chief Executive Officer, are approved by the Compensation Committee prior to the grant. The Compensation Committee has delegated the authority to the Chief Executive Officer to recommend stock option grants to other executive officers, including the Named Executive Officers. All recommendations by the Chief Executive Officer regarding grants made to other executive officers, including the Named Executive Officers, are reviewed and approved by the Compensation Committee.

The exercise price of the stock options shall not be less than the Broadridge Common Stock price on the date of the grant ( i.e ., fair market value). In April 2009, the Compensation Committee adopted a policy that all stock option grants be made effective two business days following the Company’s next quarterly earnings release. The grants have a 10-year term and vest 20% per year on the anniversary date of the grant for the following five years subject to continued employment with the Company.

In August 2008, the Compensation Committee decided to suspend the fiscal year 2009 annual stock option grants for executive officers who receive special stock option grants described in more detail below. In August 2009, the Compensation Committee took the same action with respect to the fiscal year 2010 annual stock option grants. The Compensation Committee made this change because the special stock option grants alone provided sufficient alignment with stockholder interests for each of the fiscal years in which the special stock option grants were made.

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Restricted Stock Units are awarded under the 2007 Omnibus Award Plan. The fiscal year 2009 RSU award occurred on October 1, 2008. It is anticipated that RSUs will vest and convert to Broadridge shares at the end of a two-year performance period, based on a pre-set financial metric for Broadridge’s financial performance over the performance period. For the performance cycle for fiscal years 2009 and 2010, and for fiscal years 2010 and 2011, the financial metric is EPS growth. The number of shares that can be earned based on performance ranges from 0% to 150% of the total target RSUs. RSUs do not receive dividend equivalents over the performance period and have no voting rights.

Once the number of RSUs is determined at the end of the performance period, those RSUs remain unvested until April 1 ^st of the following calendar year, thus resulting in a 30-month cycle from award to vesting. Upon vesting, the RSUs convert to Broadridge shares at a ratio of one Broadridge share for each RSU.

The aggregate number of RSUs awarded, the performance criteria required to earn shares under the 2007 Omnibus Award Plan, and the individual awards to the Chief Executive Officer and the other executive officers are approved by the Compensation Committee prior to the grant of awards.

The results of the conclusion of the performance-based RSU cycle for fiscal years 2008 and 2009 are detailed in the “Completion of Performance-Based Restricted Stock Cycles” section of this Proxy Statement.

The RSU awards made to the Named Executive Officers on October 1, 2008, are detailed in the “Fiscal Year 2009 Performance-Based RSU Target Awards” section of this Proxy Statement.

Special Stock Option Grants

During fiscal year 2008, the Compensation Committee determined that the level of ownership of the Company’s shares by the Company’s executive officers as a group (including the Named Executive Officers) did not adequately align their interests with those of the Company’s stockholders. Because most of the executive officers were not executive officers prior to the Company’s March 2007 spin-off from ADP, and the ADP Compensation Committee took no action prior to the spin-off regarding long-term Broadridge stock ownership targets for Broadridge executive officers, these individuals have not had an opportunity to accumulate equity ownership in the Company through stock options and/or restricted stock grants.

As a result of the relatively low level of stock ownership as a percentage of the total outstanding shares at the time of the spin-off, the Compensation Committee determined it was appropriate to increase the total ownership of Company Shares by the executive officers through a multi-year series of stock option grants. The Compensation Committee’s long-term goal is to have the executive officers own directly, or have granted to them in the form of stock options, restricted stock, and RSUs, five percent of all Company Shares outstanding. The Compensation Committee anticipated it would take several years to meet this goal. These grants have been, and will be, larger than would otherwise be granted annually had the Company been independent for a greater number of years.

In addition to the long-term ownership goal stated above, the Compensation Committee has approved stock ownership guidelines (which are more fully described below) so that, following the vesting of these grants, the executive officers will own an adequate amount of Company Shares to keep their individual interests aligned with those of the Company’s stockholders.

The first of these awards under the 2007 Omnibus Award Plan was made on February 25, 2008, and the second of these awards under the 2007 Omnibus Award Plan was made on February 2, 2009. The special stock options granted on February 2, 2009 vest ratably over three years and have a 10-year term, subject to earlier expiration upon the occurrence of certain events. The specific special stock option grants made to the Named Executive Officers under the 2007 Omnibus Award Plan are detailed in the “Grants of Plan-Based Awards Table” of this Proxy Statement. The next set of special stock option grants are expected to be made to all Named Executive Officers in the third quarter of fiscal year 2010, although no specific grant amounts or terms of the awards have yet been established.

Fiscal Year 2009 Long-Term Incentive Award Changes

In August 2008, the Compensation Committee approved changes to the fiscal year 2009 long-term incentive awards for the Named Executive Officers as follows:

Chief Executive Officer

The Compensation Committee approved an increase in the expected value of long-term incentives to be granted to Mr. Daly in fiscal year 2009, as part of an effort to provide a total target compensation package that is more closely aligned with the median of the Peer Group. In addition, the Compensation Committee

approved a temporary change in the mix of Mr. Daly’s regular annual long-term incentive award, in order to balance his stock options and RSU grants during the period he is receiving the special stock option grants. The Committee approved this temporary change so that the Company could provide a total annual compensation package for Mr. Daly that remained in line with its goal of meeting the median of the Peer Group, while providing an equity mix of performance-based RSUs and stock options in fiscal year 2009 that did not over-weight the importance of stock options in the total compensation package. For fiscal year 2009, the value (as determined under a binomial valuation model) of Mr. Daly’s regular stock option grant was reduced from $950,000 to $0, and the value of the shares subject to his RSU target award was increased from $600,000 to $1,775,000.

Other Named Executive Officers

The Compensation Committee eliminated the regular annual stock option award for fiscal year 2009, and increased the value of the fiscal year 2009 RSU target award by a corresponding dollar value, so that the total annualized value of all regular annual long-term incentive awards was unchanged from fiscal year 2008. The Committee approved this temporary change for the same reasons that they approved this change in Mr. Daly’s compensation mix; that is, to continue to provide total annual compensation packages to the Named Executive Officers that aligned with the median of the Peer Group while providing an equity mix of performance-based RSUs and stock options that did not over-weight the importance of stock options in the total compensation package.

Fiscal Year 2009 Performance-Based RSU Target Awards

In August 2008, the Compensation Committee approved the following performance-based RSU target awards, with an award date of October 1, 2008:


Name	RSU Target Award (#)	Value on Award Date ($)(1)
Richard J. Daly	88,950	1,319,129
Dan Sheldon	25,050	371,492
John Hogan	55,150	817,875
Joseph Barra	16,450	243,954
Robert Schifellite	15,050	223,192

The number of shares that can be earned based on performance over the fiscal years 2009 and 2010 performance period ranges from 0% to 150% of the total target RSUs. If earned, these RSUs remain unvested until April 1, 2011.

(1)	The value on the award date is based on the closing price of the Common Stock on October 1, 2008 of $14.83.

Completion of Performance-Based Restricted Stock Cycles

In fiscal year 2007, Broadridge’s former parent company, ADP, introduced a performance-based restricted stock plan with a two-year performance cycle. After reviewing the ADP performance-based restricted stock plan, the Compensation Committee determined that the performance measures of such plan related to ADP so they were not relevant to the ongoing performance of Broadridge. Therefore, in fiscal year 2008, Broadridge discontinued the ADP performance-based restricted stock plan and granted performance-vesting RSUs with a one-year performance cycle to select executive officers, including the Named Executive Officers, to provide: (1) an expected value at target performance that was equivalent to the ADP performance-based restricted stock plan before the March 2007 spin-off of Broadridge from ADP, (2) an opportunity to build the employees’ stock ownership, and (3) an incentive to focus on critical financial issues in our first full fiscal year as an independent company. The maximum number of shares that could have been earned under this transitional plan was 125% of the total RSUs granted, and fiscal year 2008 fully-diluted EPS of $0.98 – $1.33 per share was the performance range. The target grant and performance range were approved by the Compensation Committee in August 2007.

The Compensation Committee determined at its August 2008 meeting that the 125% maximum achievable goal of the RSUs was attained. Every RSU earned was converted to Broadridge restricted shares on September 22, 2008, at a ratio of one Broadridge restricted share for every RSU earned. All restricted shares granted on this date vested on March 22, 2009. The subsequent grants of restricted stock to each Named Executive Officer under the 2007 Omnibus Award Plan were as follows:


Name	Original Target Award(#)	Actual Shares Achieved (125%)	Value on Grant Date (September 22, 2008) ($)(1)
Richard J. Daly	29,482	36,852	$	621,325
Dan Sheldon	6,756	8,445	$	142,383
John Hogan	29,482	36,852	$	621,325
Joseph Barra	3,071	3,838	$	64,709
Robert Schifellite	6,142	7,677	$	129,434

(1)	The value on the grant date is based on the closing price of the Common Stock on September 22, 2008 of $16.86.

In fiscal year 2008, the Compensation Committee approved a performance-based RSU plan. These performance-vesting RSUs had a two-year performance cycle based on an average fully-diluted EPS goal range of $0.93 – $1.54 per share, which is determined by averaging the EPS reported for fiscal years 2008 and 2009. The maximum number of shares that could have been earned under this plan by each Named Executive Officer was 150% of the target number of RSUs awarded. The target award and performance range for the fiscal years 2008 and 2009 performance cycle were approved by the Compensation Committee in August 2007.

The Compensation Committee determined at its August 2009 meeting that the Named Executive Officers earned 130% of the original RSU target award amounts, due to the achievement of an average fully-diluted EPS of $1.435 in the performance cycle. These RSUs will vest and convert to Broadridge shares on April 1, 2010, provided that the plan participant remains actively employed with Broadridge through the vesting date. The subsequent number of RSUs earned by each Named Executive Officer under the 2007 Omnibus Award Plan were as follows:


Name	Original RSU Target Award	Actual RSUs Achieved (130%)	Value on Payment Determination Date (August 4, 2009) (1)
Richard J. Daly	34,050	44,265	$	774,638
Dan Sheldon	11,350	14,755	$	258,213
John Hogan	28,400	36,920	$	646,100
Joseph Barra	10,200	13,260	$	232,050
Robert Schifellite	8,500	11,050	$	193,375

(1)	The value on the payment determination date is based on the closing price of the Common Stock on August 4, 2009 of $17.50.

Stock Ownership Guidelines

In April 2008, the Board of Directors adopted stock ownership guidelines for executive officers to reinforce the goal of increasing Broadridge equity ownership among executive officers and more closely align their interests with those of our stockholders. The ownership guidelines are based on each executive officer holding a total equity value at least equal to a specified multiple of his annual base salary. The multiples of base salary by executive officer position are:

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Executive Chairman and Chief Executive Officer: 5x base salary

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Chief Financial Officer: 3x base salary

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President and Chief Operating Officer: 4x base salary

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All other Corporate Vice Presidents: 2x base salary

Equity ownership that counts toward this ownership goal includes shares owned outright, shares beneficially owned by direct family members (spouse, dependent children), shares held by a 401(k) plan or other savings plan, unvested time-based restricted shares, and vested in-the-money stock options. Unvested stock options, unvested RSUs and vested out-of-the-money stock options do not count toward satisfying the guideline goals.

Participants have five years from their appointment as a Broadridge executive officer to meet the stock ownership guidelines. All of our executive officers have met or are on track to meet their objectives within the five-year time period.

Each non-management director is also encouraged to own an amount of the Company’s Common Stock at least equal to twice the value of the annual retainer paid by the Company to each such director.

Trading Policy

The Broadridge Board of Directors has approved a Pre-Clearance Trading Policy for the Company’s executive officers and directors. Under this policy, the Company’s officers and directors or their immediate family members, family trusts or other controlled entities cannot engage in any transaction in Broadridge securities (including purchases, sales, cashless exercises of stock options and the sale of Broadridge Common Stock acquired pursuant to exercise of stock options) without first obtaining the approval of the Company’s General Counsel. Approval of transactions can be sought only during a defined window period when the officers and directors are not in possession of material non-public information about the Company. The trading policy prohibits the purchase or sale of collars, puts, calls, warrants, exchange-traded options or similar securities, and prohibits short sales on Broadridge Common Stock.

Change in Control Severance Plan and Enhancement Agreements

The Change in Control Severance Plan for Broadridge executive officers (the “ CIC Plan ”) approved by the Broadridge Board of Directors prior to the Company’s spin-off from ADP remains in effect. All Named Executive Officers participate in the CIC Plan. In addition, Messrs. Daly and Hogan entered into Change in Control Enhancement Agreements (the “ Enhancement Agreements ”) with the Company pursuant to which they are entitled to receive, on an item-by-item basis, the greater of the benefits and payments under the Enhancement Agreements and the CIC Plan.

The purpose of the CIC Plan is to promote uniform treatment of executive officers who, following a change in control of Broadridge, are involuntarily terminated other than for “cause” or resign for “good reason,” and to afford such executives an opportunity to protect the share value they have helped create in the event of any change in control. Under the CIC Plan, if a participant’s employment is terminated by the Company without “cause” or by the participant for “good reason” within a three-year period following a change in control, the participant will generally receive a severance payment and certain equity awards will be accelerated.

Please see the “Executive Compensation—Potential Payments Upon a Termination or Change in Control” section of this Proxy Statement for further information regarding Broadridge’s CIC Plan and the Enhancement Agreements.

Retirement Plans

Broadridge provides its Named Executive Officers retirement benefits on the same terms as those offered to other employees generally through the Broadridge Financial Solutions, Inc. Retirement Savings Plan (the “ 401(k) Plan ”), a tax-qualified defined contribution plan. The 401(k) Plan allows our U.S. employees to save for

retirement on a tax-deferred basis, and Broadridge makes matching contributions to the 401(k) Plan to encourage participation in this plan. In addition, the Named Executive Officers participate in the Company’s Supplemental Officers Retirement Plan (the “ Broadridge SORP ”), a non-qualified supplemental retirement plan. The Broadridge SORP provides supplemental benefits to executive officers in order to improve the market competitiveness of our overall rewards package for such executives. Please see the “Pension Benefits Table” in the “Executive Compensation” section of this Proxy Statement for further information regarding Broadridge’s retirement plans.

Non-Qualified Deferred Compensation Plan

Broadridge sponsors the 2007 Deferred Compensation Plan (the “ DC Plan ”), an unfunded, non-qualified deferred compensation plan for the benefit of its Named Executive Officers and other executive officers each year. The DC Plan allows Broadridge participants to defer the obligation to pay certain income taxes until the time the funds are distributed, thus providing an alternative investment vehicle for financial planning. None of the Named Executive Officers deferred any compensation earned in fiscal year 2009 into the DC Plan. Please see the “Non-Qualified Deferred Compensation” section of this Proxy Statement for more information regarding the DC Plan.

Benefit Plans

Broadridge provides its Named Executive Officers with health and welfare benefits, on the same terms as those offered to other employees.

Perquisites

Broadridge provides its Named Executive Officers with a limited number of perquisites, and for fiscal year 2009, these included a Company-paid car and up to $10,000 in Company matching of charitable contributions made to qualified tax-exempt organizations. These perquisites are consistent with both general industry market practice based on the review of independent third-party executive benefit and perquisite surveys and Broadridge’s executive rewards strategy, as explained in the “Compensation Program Objectives and Rewards” section of this Proxy Statement. Please see the “All Other Compensation” column of the “Summary Compensation Table” and the “All Other Compensation Table” of this Proxy Statement for more information regarding the perquisites provided to the Named Executive Officers.

Employment Agreements

None of the Named Executive Officers have an employment agreement with Broadridge.

Impact of Accounting and Tax Considerations

As a general matter, the Broadridge Compensation Committee reviews and considers the various tax and accounting implications of the compensation elements utilized by the Company.

With respect to accounting considerations, the Compensation Committee examines the accounting cost associated with equity compensation in light of requirements under SFAS No.123R.

With respect to taxes, the Compensation Committee considers the impact of Section 162(m) of the Code, which generally prohibits any publicly-held corporation from taking a federal income tax deduction for compensation paid in excess of $1 million in any taxable year to the Named Executive Officers other than the Chief Financial Officer, subject to certain exceptions.

In general, the Company believes that compensation paid to executive officers should be performance-based and deductible for U.S. tax purposes. In certain instances, however, we may determine that it is in our best interest and that of our stockholders to have the flexibility to pay compensation that is not deductible under the

limitations of Section 162(m) of the Code in order to provide a compensation package consistent with our program and objectives. In our 2007 and 2008 fiscal years, we relied on a transition rule applicable to newly spun-off companies and believe that compensation paid to our Named Executive Officers was deductible. We could no longer rely on the transition rule following our 2008 Annual Stockholders Meeting and, accordingly, we requested and obtained stockholder approval of the amendment and restatement of the 2007 Omnibus Award Plan so that awards under the 2007 Omnibus Award Plan may qualify as performance-based compensation under Section 162(m).

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based on such reviews and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 2009 Proxy Statement and be incorporated by reference in the Company’s 2009 Annual Report on Form 10-K.

Compensation Committee of the Board of Directors

Thomas E. McInerney, Chairman

Leslie A. Brun

Richard J. Haviland

Stuart R. Levine

Notwithstanding any SEC filing by the Company that includes or incorporates by reference other SEC filings in their entirety, this Compensation Committee Report shall not be deemed to be “filed” with the SEC except as specifically provided otherwise therein.

EXECUTIVE COMPENSATION

The following tables contain information regarding the components of total compensation of the Named Executive Officers for the Company’s fiscal years ended June 30, 2009, June 30, 2008 and June 30, 2007. The information for fiscal year 2007 included in this table reflects compensation earned by the Named Executive Officers for services rendered to ADP and its subsidiaries from July 1, 2006 to March 30, 2007, and for services rendered to Broadridge and its subsidiaries from March 31, 2007 to June 30, 2007.

SUMMARY COMPENSATION TABLE


Name& Principal Position	Year	Salary			Bonus (1)		Stock Awards (2)			Option Awards (3)			Non-Equity Incentive Plan Compensation (4)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings (5)			All Other Compensation (6)		Total
Richard J. Daly	2009	$	675,000		$	0	$	899,695		$	2,662,262		$	1,278,750	$	259,650		$	47,951	$	5,823,308
Chief Executive Officer	2008	$	600,000		$	0	$	808,152		$	937,023		$	1,489,980	$	217,346		$	42,975	$	4,095,476
Chief Executive Officer	2007	$	491,552	(7)	$	0	$	700,617	(8)	$	359,105	(9)	$	566,705	$	382,698	(10)	$	21,236	$	2,521,913

Dan Sheldon	2009	$	446,250		$	0	$	262,779		$	337,962		$	334,970	$	111,084		$	33,333	$	1,526,378
Corporate Vice President, Chief Financial Officer	2008	$	430,313		$	0	$	282,024		$	1,113,538		$	505,379	$	62,729		$	35,172	$	2,429,155
	2007	$	353,766	(7)	$	100,000	$	215,913	(8)	$	148,469	(9)	$	317,900	$	144,364	(10)(11)	$	20,915	$	1,301,327



John Hogan	2009	$	540,000		$	0	$	710,807		$	1,368,387		$	810,344	$	358,956		$	47,027	$	3,835,521
President and	2008	$	510,000		$	2,500	$	761,556		$	1,089,836		$	794,150	$	300,907		$	42,511	$	3,501,460
Chief Operating Officer	2007	$	466,552	(7)	$	0	$	700,617	(8)	$	333,803	(9)	$	529,705	$	496,631	(10)	$	24,650	$	2,551,958
Chief Operating Officer

Joseph Barra	2009	$	394,246		$	134,600	$	276,944		$	243,406		$	389,907	$	64,336		$	24,534	$	1,527,973
Corporate Vice President, Clearing and Outsourcing Solutions	2008	$	380,165		$	0	$	238,257		$	920,567		$	363,277	$	38,193		$	19,059	$	1,959,518
	2007	$	365,555	(7)	$	0	$	217,278	(8)	$	184,940	(9)	$	430,014	$	18,268	(10)	$	5,112	$	1,221,167




Robert Schifellite	2009	$	348,400		$	0	$	190,384		$	222,274		$	415,908	$	87,358		$	27,660	$	1,291,984
Corporate Vice President, Investor Communication Solutions	2008	$	338,350		$	0	$	212,206		$	859,812		$	363,381	$	45,980		$	33,405	$	1,853,134
	2007	$	297,096	(7)	$	0	$	159,996	(8)	$	142,673	(9)	$	241,890	$	111,043	(10)(11)	$	17,864	$	970,562

(1)

Fiscal year 2009 bonus data represent two one-time discretionary bonuses of $132,100 and $2,500 paid to Mr. Barra. Fiscal year 2008 bonus data represent a one-time discretionary bonus paid to Mr. Hogan. Fiscal year 2007 bonus data represent a one-time discretionary bonus paid by ADP to Mr. Sheldon related to the successful completion of the March 2007 spin-off of Broadridge from ADP.

(2)

Reflects restricted stock and RSUs granted by Broadridge in fiscal years 2009, 2008 and 2007, and by ADP in fiscal year 2007 and prior fiscal years, including RSUs with performance-based vesting granted by ADP and time-based and performance-based restricted stock granted by Broadridge. The amounts represent the expense recognized for financial statement reporting purposes during fiscal years 2009, 2008 and 2007 by Broadridge pursuant to SFAS 123R, except that, in accordance with rules of the SEC, any estimate for forfeitures is excluded from, and does not reduce, such amounts. See Note 13, “Stock-Based Compensation,” to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009, for a discussion of the relevant assumptions used in calculating these amounts pursuant to SFAS 123R. The amounts shown in this column reflect both converted ADP equity awards and Broadridge equity awards granted in connection with the spin-off. See the “Outstanding Equity Awards at Fiscal Year-End Table” for a list of equity grants made by ADP and converted to Broadridge equity grants on the March 2007 spin-off date.

(3)

Reflects stock options granted by Broadridge in fiscal years 2009, 2008 and 2007, and by ADP in fiscal year 2007 and prior fiscal years. The amounts represent the expense recognized for financial statement reporting purposes during fiscal years 2009, 2008 and 2007 by Broadridge pursuant to SFAS 123R, except that, in accordance with rules of the SEC, any estimate for forfeitures is excluded from, and does not reduce, such amounts. See Note 13, “Stock-Based Compensation,” to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009, for a discussion of the relevant assumptions used in calculating these amounts. The fiscal year 2008 expense amounts do not include any expense recognized for the stock options granted under the 2007 Omnibus Award Plan on April 29, 2008. Because this stock option grant was made subject to stockholder approval of the amendment and restatement of the 2007 Omnibus Award Plan, the fair value of these option grants was not

determinable as of the fiscal year ended June 30, 2008, and therefore, no related expense was recognized under SFAS 123R. The expense related to these grants was recognized upon stockholder approval of the amendment and restatement of the 2007 Omnibus Award Plan in fiscal year 2009. The conversion of ADP stock options to Broadridge stock options constituted a modification of these awards under the provisions of SFAS 123R, and as a result, an aggregate modification charge of $27,350, $43,952 and $81,838 for all of the Named Executive Officers during fiscal years 2009, 2008 and 2007, respectively, is included in these amounts. See the “Outstanding Equity Awards at Fiscal Year-End Table” for a list of equity grants made by ADP and converted to Broadridge equity grants on the March 2007 spin-off date.

(4)

Represents annual incentive compensation paid under our 2007 Omnibus Award Plan based on performance of the Named Executive Officers during the corresponding fiscal year which was paid to the Named Executive Officers in 2009 and 2008. With respect to Mr. Daly, the fiscal year 2008 amount also includes a mid-year cash incentive award equal to $600,000. For fiscal year 2007 amounts listed, three-fourths of the target incentive amount was based on performance goals established by ADP’s Compensation Committee under ADP’s Incentive Plan and one-fourth of the target incentive amount was based on performance goals established by the Broadridge Compensation Committee under the 2007 Omnibus Award Plan.

(5)

Represents changes in the value of the Broadridge SORP. The Company did not make a contribution to the DC Plan for the Named Executive Officers for fiscal years 2009, 2008 or 2007. See the “Pension Benefits Table” for a discussion of the Broadridge SORP and the “Non-Qualified Deferred Compensation Table” for a discussion of the DC Plan.

(6)

The amounts shown in this column represent the cost of a Company-paid car, car allowance, amounts paid by the Company on behalf of spouses who accompanied the Named Executive Officers on business travel, tax gross-up payments on one-time bonuses, contributions to the ADP and Broadridge 401(k) plans, Company-paid insurance premiums, Company-paid matching charitable contributions, and cash dividends on unvested restricted stock. Please see the section below entitled “All Other Compensation” for more information.

(7)	Fiscal year 2007 salary data represent nine months’ salary paid by ADP for July 1, 2006 through March 30, 2007, and three months’ salary paid by Broadridge for March 31, 2007 through June 30, 2007.

(8)	Represents fiscal year 2007 accounting costs related to restricted stock grants made by Broadridge and to unvested restricted stock awards granted by ADP prior to the spin-off of Broadridge from ADP that were converted to Broadridge restricted stock awards on the March 2007 spin-off date.

(9)	Represents fiscal year 2007 accounting costs related to stock option grants made by Broadridge and by ADP before the spin-off of Broadridge from ADP and converted to Broadridge stock option grants on the March 2007 spin-off date.

(10)	Represents a combination of fiscal year 2007 changes in pension value for the ADP SORP, ADP Cash Balance Pension Plan, and Broadridge SORP.

(11)

The amount shown for Mr. Sheldon excludes a $94,847 credit in fiscal year 2007 due to ADP’s accounting savings resulting from his non-vested withdrawal from the ADP SORP when he joined Broadridge. The amount shown for Mr. Schifellite excludes a $33,877 credit in fiscal year 2007 due to ADP’s accounting savings resulting from his partial non-vested withdrawal from the ADP SORP when he joined Broadridge.

ALL OTHER COMPENSATION


Name& Principal Position	Year	Perquisites and other Personal Benefits (1)		Tax Reimbursements (2)		Company Contributions to Defined Contribution Plans (3)		Insurance Premiums (4)		Matching Charitable Contributions (5)		Restricted Stock Dividends (6)		Total
Richard J. Daly	2009	$	15,219	$	500	$	18,515	$	1,080	$	6,750	$	5,887	$	47,951
	2008	$	15,000	$	1,000	$	13,584	$	988	$	6,000	$	6,403	$	42,975
	2007	$	8,794	$	0	$	11,618	$	824	$	0	$	0	$	21,236

Dan Sheldon	2009	$	10,250	$	0	$	20,240	$	724	$	500	$	1,619	$	33,333
	2008	$	9,067	$	0	$	14,850	$	709	$	8,000	$	2,546	$	35,172
	2007	$	9,750	$	0	$	10,527	$	638	$	0	$	0	$	20,915

John Hogan	2009	$	11,750	$	0	$	18,515	$	875	$	10,000	$	5,887	$	47,027
	2008	$	11,001	$	1,948	$	12,319	$	840	$	10,000	$	6,403	$	42,511
	2007	$	12,250	$	0	$	11,618	$	782	$	0	$	0	$	24,650

Joseph Barra	2009	$	9,675	$	1,276	$	7,834	$	639	$	0	$	5,110	$	24,534
	2008	$	10,051	$	0	$	1,688	$	627	$	0	$	6,693	$	19,059
	2007	$	4,500	$	0	$	0	$	612	$	0	$	0	$	5,112

Robert Schifellite	2009	$	3,916	$	500	$	20,240	$	565	$	1,000	$	1,439	$	27,660
	2008	$	14,731	$	500	$	14,850	$	558	$	750	$	2,016	$	33,405
	2007	$	7,235	$	0	$	10,131	$	498	$	0	$	0	$	17,864

(1)

For Mr. Daly, this represents the annual value of a Company-paid car and an amount paid by the Company on behalf of his spouse who accompanied him on business travel. For fiscal years 2009 and 2008, the amounts shown for Mr. Schifellite represent the annual value of a Company-paid car and an amount paid by the Company on behalf of his spouse who accompanied him on business travel. For fiscal years 2009 and 2008, the amounts shown for Messrs. Sheldon, Hogan, and Barra represent the annual value of a Company-paid car. For fiscal year 2007, the amounts shown for Messrs. Sheldon, Hogan and Schifellite represent the annual value of a Company-paid car, while the amount shown for Mr. Barra represents an annual car allowance.

(2)

For Messrs. Daly and Schifellite, this represents the gross-up on an amount paid by the Company on behalf of their spouses who accompanied them on business travel. For Mr. Barra, this represents the gross-up for a $2,500 bonus paid in fiscal year 2009. For Mr. Hogan, this represents the gross-up for a $2,500 bonus paid in fiscal year 2008.

(3)

The fiscal year 2009 and 2008 amounts listed represent contributions made by the Company to its 401(k) Plan on behalf of the executives. The fiscal year 2007 amounts listed represent contributions made by ADP to its 401(k) plan on behalf of the executives prior to the spin-off of Broadridge from ADP.

(4)	Represents life insurance and accidental death and dismemberment premiums paid by the Company on behalf of the executives.

(5)

Represents Company-paid contributions made to qualified tax-exempt organizations on behalf of the Named Executive Officers under the Broadridge Director & Officer Matching Gift Program. The Company matches 100% of all contributions made by its executive officers to qualified tax-exempt organizations, up to a maximum Company contribution of $10,000 per calendar year.

(6)	Represents cash dividends paid to the executives on unvested restricted stock.

GRANTS OF PLAN-BASED AWARDS TABLE

The following table summarizes awards made to our Named Executive Officers in fiscal year 2009. Please see the “Outstanding Equity Awards at Fiscal Year-End Table” for the outstanding stock option awards and unvested stock awards held by each of the Named Executive Officers as of June 30, 2009.


Name	Grant Date		Committee Award Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Option Awards: Number of Securities Underlying Options(#)	Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards($)(3)
Name	Grant Date		Committee Award Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards($)(3)
Richard J. Daly					$	0	$	1,100,000	$	2,200,000
	10/1/2008	(4)									0	88,950	133,425				$	1,226,135
	11/13/2008	(5)	4/28/2008	(5)										171,533	$	18.97	$	533,468
	11/13/2008	(5)	4/28/2008	(5)										171,533	$	20.87	$	497,300
	11/13/2008	(5)	4/28/2008	(5)										171,534	$	22.76	$	459,711
	2/4/2009	(6)												126,500	$	13.79	$	646,265
	2/4/2009	(6)												126,500	$	15.17	$	610,691
	2/4/2009	(6)												126,500	$	16.55	$	578,674

Dan Sheldon					$	0	$	334,687	$	669,374
	10/1/2008	(4)									0	25,050	37,575				$	345,303
	11/13/2008	(5)	4/28/2008	(5)										2,066	$	18.97	$	6,425
	11/13/2008	(5)	4/28/2008	(5)										2,067	$	20.87	$	5,932
	11/13/2008	(5)	4/28/2008	(5)										2,067	$	22.76	$	5,540
	2/2/2009	(6)												28,750	$	13.79	$	146,878
	2/2/2009	(6)												28,750	$	15.17	$	138,793
	2/2/2009	(6)												28,750	$	16.55	$	131,517

John Hogan					$	0	$	675,000	$	1,350,000
	10/1/2008	(4)									0	55,150	82,725				$	760,218
	11/13/2008	(5)	4/28/2008	(5)										77,467	$	18.97	$	240,922
	11/13/2008	(5)	4/28/2008	(5)										77,467	$	20.87	$	222,330
	11/13/2008	(5)	4/28/2008	(5)										77,466	$	22.76	$	207,609
	2/2/2009	(6)												65,166	$	13.79	$	332,921
	2/2/2009	(6)												65,167	$	15.17	$	314,600
	2/2/2009	(6)												65,167	$	16.55	$	298,106

Joseph Barra					$	0	$	452,594	$	905,188
	10/1/2008	(4)									0	16,450	24,675				$	226,756
	2/2/2009	(6)												22,041	$	13.79	$	112,603
	2/2/2009	(6)												22,042	$	15.17	$	106,410
	2/2/2009	(6)												22,042	$	16.55	$	100,831

Robert Schifellite					$	0	$	348,400	$	696,800
	10/1/2008	(4)									0	15,050	22,575				$	207,457
	2/2/2009	(6)												24,916	$	13.79	$	127,291
	2/2/2009	(6)												24,917	$	15.17	$	120,289
	2/2/2009	(6)												24,917	$	16.55	$	113,983

(1)

Amounts consist of the threshold, target and maximum annual cash incentive plan levels set in fiscal year 2009 under the Company’s 2007 Omnibus Award Plan. See the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” for actual amounts paid to the Named Executive Officers with respect to fiscal year 2009.

(2)	Amounts consist of the threshold, target and maximum RSU awards set in fiscal year 2009 under the Company’s 2007 Omnibus Award Plan.

(3)

These amounts are valued based on the aggregate grant date fair value of the award determined pursuant to SFAS 123R. See Note 13, “Stock-Based Compensation,” to the Consolidated Financial Statements included on our Annual Report on Form 10-K for the fiscal year ended June 30, 2009, for a discussion of the relevant assumptions used in calculating these amounts.

(4)

Represents performance-based RSUs granted under the 2007 Omnibus Award Plan. RSU awards granted by Broadridge on October 1, 2008 will vest and convert to Broadridge shares on April 1, 2011, provided that pre-set financial performance goals are met over the fiscal years 2009 and 2010 performance cycle. Named Executive Officers can earn from 0% to 150% of their stated RSU award amount in shares. Please see the section entitled “Long-Term Incentive Compensation—Fiscal Year 2009 Performance-Based RSU Target Awards” for more information on these awards.

(5)

Represents the special stock option awards that were granted by the Compensation Committee on April 29, 2008 under the 2007 Omnibus Award Plan, subject to stockholder approval of the amendment and restatement of the 2007 Omnibus Award Plan. Broadridge stockholders approved the amendment and restatement of the 2007 Omnibus Award Plan on November 13, 2008, and these grants fully vested on November 13, 2008, when such approval was obtained. The exercise prices of $18.97, $20.87, and $22.76 were set at the fair market value, 10% premium on fair market value, and 20%

premium on fair market value of Broadridge’s Common Stock on April 29, 2008. All of these exercise prices are above $12.17, which was the closing price of Broadridge’s Common Stock on the date that stockholders approved the amendment and restatement of the 2007 Omnibus Award Plan. Please see the section entitled “Long-Term Incentive Compensation—Special Stock Option Grants” for more information on these grants.

(6)

Represents the special stock option awards granted under the 2007 Omnibus Award Plan on February 2, 2009 that vest ratably over the next three years on the anniversary date of the grant. The exercise prices for these grants were set at the fair market value, 10% premium on fair market value, and 20% premium on fair market value of Broadridge’s Common Stock price on the date of the grant. Please see the section entitled “Long-Term Incentive Compensation—Special Stock Option Grants” for more information on these grants.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

The following table provides information regarding outstanding stock option awards and unvested stock awards held by each of the Named Executive Officers as of June 30, 2009.


	Option Awards						Stock Awards (1)
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)		Option Expiration Date		Number of Shares of Stock that Have Not Vested (#)	Market Value of Shares of Stock that Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
Richard J. Daly	76,163	0	$	17.90	10/17/2009	(2)
	61,422	0	$	24.39	10/17/2010	(2)
	10,134	0	$	17.71	9/20/2011	(2)
	61,422	0	$	20.09	10/21/2011	(2)
	12,284	0	$	13.13	7/21/2012	(2)
	61,422	0	$	17.27	11/11/2012	(2)
	19,655	0	$	15.39	8/10/2013	(2)
	29,482	14,742	$	15.97	11/10/2013	(2)
	29,482	19,656	$	17.60	1/26/2015	(2)
	19,655	29,483	$	18.18	1/26/2016	(2)
	9,827	39,311	$	19.19	1/25/2017	(2)
	30,520	45,780	$	19.93	6/1/2017	(3)
	22,920	91,680	$	21.87	2/3/2018	(4)
	28,466	0	$	18.97	2/24/2018	(5)
	28,467	0	$	20.87	2/24/2018	(5)
	28,467	0	$	22.76	2/24/2018	(5)
	171,533	0	$	18.97	2/24/2018	(6)
	171,533	0	$	20.87	2/24/2018	(6)
	171,534	0	$	22.76	2/24/2018	(6)
	0	126,500

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