8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): June 21, 2019

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BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

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

5 Dakota Drive

Lake Success, New York 11042

(Address of principal executive offices)

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

N/A

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

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

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

Securities registered pursuant to Section 12(g) of the Act: None

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. ☐

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

(d) On June 21, 2019, the Board of Directors (the “Board”) of Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) unanimously approved an increase in the Board size from 10 members to 11 members and appointed Amit Zavery as an independent member of the Board, effective immediately. Following the appointment, nine of the 11 Board members are independent including the Lead Independent Director, Les Brun.

The Board has determined that Mr. Zavery 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 Mr. Zavery and any other person or persons pursuant to which Mr. Zavery was appointed as 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 Mr. Zavery that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Zavery is expected to receive compensation for his 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 September 24, 2018.

The press release issued by the Company on June 21, 2019 announcing Mr. Zavery’s appointment is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibits. The following exhibit is filed herewith:

Exhibit No.	Description
99.1	Press Release of Broadridge Financial Solutions, Inc. announcing appointment of Amit Zavery dated June 21, 2019.

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: June 21, 2019

BROADRIDGE FINANCIAL SOLUTIONS, INC.
By:	/s/ Adam D. Amsterdam
	Name: Adam D. Amsterdam
	Title: Vice President, General Counsel

EX-99.1

Exhibit 99.1

Amit Zavery Appointed to Broadridge Board of Directors

NEW YORK, N.Y. – June 21, 2019 – Broadridge Financial Solutions, Inc. (NYSE:BR), a global Fintech leader and part of the S&P 500® Index, is pleased to announce the appointment of Amit Zavery as an independent member of its Board of Directors, effective June 21, 2019. Following his appointment, Broadridge’s Board consists of 11 members, nine of whom are independent.

Mr. Zavery is the Head of Platform for Google Cloud at Google, a position he has held since March 2019. Previously, he served in numerous senior leadership roles during his 24 years at Oracle Corporation. Most recently, he was executive vice president and general manager of Oracle Cloud Platform and Middleware products. He led Oracle’s product vision, design, development, operations and go-to-market strategy for its cloud platform, middleware and analytics portfolio, and oversaw a global team of more than 4,500 engineers.

“Amit is an accomplished technology leader and his experience and insight will be a tremendous value to the Broadridge Board of Directors,” said Rich Daly, executive chairman of the Board. “We are pleased to welcome Amit to the Board and look forward to his contributions as Broadridge continues to deliver on its strategy to be the on-ramp to next-generation technologies for our clients and the industry.”

Mr. Zavery brings extensive experience in designing and delivering market-leading products and building organizations to Broadridge’s Board. He is a regular keynote speaker at industry events and considered a thought leader in the development and application of enterprise software. He also has extensive experience identifying, acquiring and integrating private and public companies.

“Broadridge is uniquely positioned at the center of the global financial services industry and known for innovating in the most complex areas to enable industry-wide technology advancements,” said Mr. Zavery. “It’s an honor to serve on the Board and take part in the important work Broadridge does as it supports clients in managing technology transitions and enacting forward-looking transformation.”

Mr. Zavery holds a bachelor’s degree in electrical and computer engineering from The University of Texas at Austin. He also holds a master’s degree in information networking from Carnegie Mellon University and is a graduate of the Harvard Business School's Advanced Management Program.

About Broadridge

Broadridge Financial Solutions, Inc. (NYSE: BR) a $4 billion global Fintech leader and a part of the S&P 500® Index, is a leading provider of investor communications and technology-driven solutions to banks, broker-dealers, asset managers and corporate issuers globally. Broadridge’s investor communications, securities processing and managed services solutions help clients reduce their capital investments in operations infrastructure, allowing them to increase their focus on core business activities. With over 50 years of experience, Broadridge’s infrastructure underpins proxy voting services for over 50 percent of public companies and mutual funds globally, and processes on average more than US $5 trillion in fixed income and equity trades per day. Broadridge employs over 10,000 full-time associates in 18 countries.

For more information about Broadridge, please visit www.broadridge.com.

Contact Information

Investors:

W. Edings Thibault

Investor Relations

(516) 472-5129

Media:

Gregg Rosenberg

Corporate Communications

(212) 918-6966