Broadridge Say on Pay gets 87,706,467 For; Deloitte ratified

Rhea-AI Filing Summary

Broadridge Financial Solutions reported the results of its 2025 Annual Meeting of Stockholders, where all management proposals were approved.

Stockholders elected 8 directors to one-year terms. Individual support levels were disclosed, including Timothy C. Gokey with 95,437,365 votes For and Brett A. Keller with 94,268,327 votes For.

The advisory vote to approve executive compensation passed with 87,706,467 votes For, 8,019,679 Against, and 186,912 Abstentions. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accountants for the fiscal year ending June 30, 2026, with 101,741,761 votes For, 1,888,802 Against, and 65,375 Abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2025

------------

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33220	33-1151291
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

5 Dakota Drive, Lake Success, New York		11042
(Address of Principal Executive Offices)		Zip Code

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

N/A

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol	Name of Each Exchange on Which Registered:
Common Stock, par value $0.01 per share	BR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 13, 2025, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”).

At the 2025 Annual Meeting, stockholders approved all of management’s proposals, which were:

1.          The election of 8 directors for terms of one year and until their successors are elected and qualified;

2.          The advisory vote to approve the Company’s executive compensation (the Say on Pay Vote); and

3.          The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2026.

Proposal No. 1: To elect 8 directors to hold office until the Annual Meeting of Stockholders in the year 2026 and until their respective successors are duly elected and qualified.

	FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
Robert N. Duelks	91,494,921		4,338,501		79,636		7,782,880
Melvin L. Flowers	93,679,398		2,098,224		135,436		7,782,880
Timothy C. Gokey	95,437,365		398,423		77,270		7,782,880
Brett A. Keller	94,268,327		1,564,068		80,663		7,782,880
Maura A. Markus	90,394,645		5,441,019		77,394		7,782,880
Eileen K. Murray	94,261,121		1,575,302		76,635		7,782,880
Annette L. Nazareth	93,888,386		1,890,932		133,740		7,782,880
Amit K. Zavery	94,561,606		1,268,914		82,538		7,782,880

Proposal No. 2:    Advisory vote on the Company’s executive compensation (the Say on Pay Vote).

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
87,706,467		8,019,679		186,912		7,782,880

Proposal No. 3: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2026.

FOR		AGAINST		ABSTAIN
101,741,761		1,888,802		65,375

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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

Dated: November 14, 2025

	BROADRIDGE FINANCIAL SOLUTIONS, INC.
	By:	/s/ Hope M. Jarkowski
		Hope M. Jarkowski
		Corporate Vice President and Chief Legal Officer

FAQ

What did Broadridge (BR) stockholders approve at the 2025 Annual Meeting?

They approved all proposals: elected 8 directors, approved executive compensation, and ratified Deloitte & Touche LLP as independent auditors.

How did the Say on Pay vote turn out for BR?

The advisory vote on executive compensation passed with 87,706,467 For, 8,019,679 Against, and 186,912 Abstentions.

How many directors were elected to Broadridge’s board?

Stockholders elected 8 directors to one-year terms until the 2026 Annual Meeting.

Who was ratified as Broadridge’s independent auditor for FY ending June 30, 2026?

Stockholders ratified Deloitte & Touche LLP with 101,741,761 For, 1,888,802 Against, and 65,375 Abstentions.

Were there broker non-votes recorded?

Yes. Broker non-votes were reported in the director elections and Say on Pay tallies.

Which director nominees received notable support?

Examples: Timothy C. Gokey received 95,437,365 For; Brett A. Keller received 94,268,327 For.