Broadridge (NYSE: BR) expands board, adds Mosconi and Perry as directors

Rhea-AI Filing Summary

Broadridge Financial Solutions, Inc. reported board changes, including one upcoming resignation and two new director appointments. On February 2, 2026, director Brett Keller notified the company he will resign from the board effective April 30, 2026, stating his decision was not due to any disagreement with the company, its management, or the board.

On the same date, the board increased its size from eight to 10 members and appointed Trish Mosconi and Christopher Perry as directors, effective immediately. Following these appointments, eight of the 10 directors are independent, including Chairperson Eileen K. Murray. Mosconi, a senior advisor in financial and technology sectors, will serve on the Audit and Compensation Committees and is considered an independent director under New York Stock Exchange and SEC rules.

Perry, Broadridge’s President since 2020, will join the board but will not receive additional compensation or serve on any board committees, which remain composed solely of independent directors. Mosconi is expected to receive standard compensation for independent directors. The company attached a press release announcing these appointments as an exhibit.

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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): February 2, 2026

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

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

(Street Address)

(City)

(State)

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))

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. ¨

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 2, 2026, Brett Keller notified Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) of his decision to resign as a director from the Board of Directors (the “Board”) of the Company, effective April 30, 2026. Mr. Keller advised the Company that his decision did not result from any disagreement with the Company, its management or the Board on any matter, whether related to the Company’s operations, policies, practices or otherwise.

(d) On February 2, 2026, the Board of Broadridge Financial Solutions, Inc. approved an increase in the Board size from eight members to 10 members and appointed Trish Mosconi and Christopher Perry to the Company’s Board of Directors, effective February 2, 2026. Following the appointment, eight of the 10 Board members are independent, including the Chairperson, Eileen K. Murray. Ms. Mosconi will serve on the Audit and Compensation Committees of the Board.

Ms. Mosconi is a Senior Advisor to chief executive officers and boards of directors in the financial institutions, payments, fintech, digital transformation, and artificial intelligence industries at Boston Consulting Group (“BCG”). Prior to rejoining BCG, Ms. Mosconi was the Executive Advisor to the CEO of Synchrony Financial (“Synchrony”), a Fortune 200 consumer finance services company, and also served as Synchrony’s Executive Vice President, Chief Strategy Officer, where she led Strategy, M&A, Ventures and Strategic Partnerships and was responsible for defining and developing Synchrony’s long-term strategic plan. Prior to Synchrony, Ms. Mosconi was a Managing Director and global leader in BlackRock’s Financial Markets Advisory Group. Ms. Mosconi previously spent nearly 20 years as a senior-level Partner at both BCG and McKinsey & Company, where she founded and grew multiple professional services practices in strategy, operations and technology.

Mr. Perry joined Broadridge in 2014 and has served as the Company’s President since 2020. Previously, he served as the Company’s Corporate Senior Vice President, Global Sales, Marketing and Client Solutions from 2014 to 2020. Mr. Perry leads Broadridge’s overall growth strategy, revenue and profitability along with overseeing the Company’s international expansion, corporate development and impact activities globally. He is responsible for Broadridge’s top clients and partners, and for delivering the Company’s annual sales targets across all Broadridge’s businesses and product lines. Prior to joining Broadridge, Mr. Perry spent 14 years at Thomson Reuters, where he held numerous management and commercial roles within risk management, governance and compliance, pricing, sales and account management. Mr. Perry also serves on the board of directors of Verisk Analytics, Inc. and the Financial Services Institute and is an advisory director and past chair of the board of BritishAmerican Business.

The Board has determined that Ms. Mosconi is an independent director in accordance with the Board’s Corporate Governance Principles and the applicable rules of the New York Stock Exchange and the Securities and Exchange Commission. There is no arrangement or understanding between Ms. Mosconi or Mr. Perry and any other person or persons pursuant to which Ms. Mosconi or Mr. Perry was appointed as a director, and there are and have been no transactions, either since the beginning of the Company's last fiscal year or that are currently proposed, regarding Ms. Mosconi or Mr. Perry that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Mosconi is expected to receive compensation for her service on the Board that is consistent with the compensation received by the other independent directors of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 2, 2025. Mr. Perry will not receive any additional compensation as a result of his appointment to the Board, and he will not serve as a member of any of the Company’s three standing Board committees, which are comprised solely of independent directors.

The press release issued by the Company on February 2, 2026, announcing Ms. Mosconi’s and Mr. Perry’s appointment is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Broadridge Financial Solutions, Inc. Press Release dated February 2, 2026.
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.

Date: February 2, 2026

BROADRIDGE FINANCIAL SOLUTIONS, INC.

By:

/s/ Ashima Ghei

Ashima Ghei

Corporate Vice President and

Chief Financial Officer

FAQ

What board changes did Broadridge (BR) disclose in this 8-K filing?

Broadridge disclosed that its board approved an expansion from eight to 10 members and appointed Trish Mosconi and Christopher Perry as directors effective February 2, 2026. The filing also notes an upcoming resignation from the board later in April 2026.

When will Brett Keller resign from Broadridge’s board and why is that important?

Brett Keller will resign as a Broadridge director effective April 30, 2026. He informed the company that his decision did not result from any disagreement with the company, its management, or the board, which can reassure investors about governance stability.

Who is Trish Mosconi and what role will she play on Broadridge’s board?

Trish Mosconi is a senior advisor to CEOs and boards in financial institutions, payments, fintech, digital transformation, and artificial intelligence at Boston Consulting Group. She joins Broadridge’s board as an independent director and will serve on the Audit and Compensation Committees.

What is Christopher Perry’s position at Broadridge and how does his board role fit in?

Christopher Perry has served as Broadridge’s President since 2020, leading growth strategy, revenue, profitability, and international expansion. He has now been appointed to the board but will not receive additional compensation or sit on any standing board committees, which are limited to independent directors.

How many independent directors does Broadridge (BR) have after the board changes?

After expanding the board to 10 members and appointing two new directors, Broadridge now has eight independent directors, including Chairperson Eileen K. Murray. The board determined that new director Trish Mosconi meets independence standards under its Corporate Governance Principles and applicable NYSE and SEC rules.

Will Trish Mosconi and Christopher Perry receive additional compensation for joining Broadridge’s board?

Trish Mosconi is expected to receive compensation consistent with other independent directors, as described in Broadridge’s October 2, 2025 proxy statement. Christopher Perry will not receive any additional compensation for his board service and will not serve on the board’s three standing committees.