8-K

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): May 31, 2024

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

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)

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

On May 31, 2024, Edmund Reese, Vice President and Chief Financial Officer of Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”), informed the Company that he is resigning to pursue other career opportunities, effective June 30, 2024.  Mr. Reese’s departure is not based on any disagreement with the Company’s independent auditors or the Company on any matter.

Ashima Ghei will serve as Interim Chief Financial Officer of Broadridge, effective July 1, 2024, as the Company conducts a search for a new chief financial officer.  Ms. Ghei has served as the chief financial officer of Broadridge’s Investor Communication Solutions segment since January 2022 and is a member of the Company’s Executive Leadership Team.  Prior to joining Broadridge, Ms. Ghei spent 18 years at American Express where she held a range of increasingly senior roles in Finance and Business strategy, most recently serving as Head of Merchant Pricing for the Americas.

Item 7.01. Regulation FD Disclosure.

On June 4, 2024, the Company issued a press release regarding the resignation of Mr. Reese as Vice President and Chief Financial Officer, and the appointment of Ashima Ghei as Interim Chief Financial Officer. A copy of the press release is furnished 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 dated June 4, 2024.
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: June 4, 2024
	BROADRIDGE FINANCIAL SOLUTIONS, INC.
	By:	/s/Hope M. Jarkowski
		Name: Hope M. Jarkowski
		Title: Chief Legal Officer

EX-99.1

Exhibit 99.1

Broadridge Announces CFO Transition

NEW YORK, June 4, 2024 – Broadridge Financial Solutions, Inc. (NYSE:BR) announced today that Edmund Reese, Chief Financial Officer, will be stepping down from his role, effective June 30, 2024, to become Chief Financial Officer of Aon, a $61 billion market capitalization global professional services firm.

Ashima Ghei, who is currently the Chief Financial Officer of Broadridge’s $4.5 billion revenue Investor Communication Solutions segment, will serve as Interim Chief Financial Officer. Broadridge has initiated a search process for a permanent successor that will include both internal and external candidates.

“I want to thank Edmund for his strong contributions and leadership over the past four years. He has been a valuable partner, and I wish him continued success in his next role,” said Tim Gokey, CEO of Broadridge. “He leaves Broadridge poised to deliver another year of steady and consistent growth, on track to achieve our three-year financial objectives, and financially strong.”

“As CFO of our largest business, Ashima Ghei has played a key role in driving the strong performance of our Investor Communication Solutions segment over the past two years. I look forward to working even more closely with Ashima in her role as Interim CFO,” Mr. Gokey added.

“It has been a privilege to serve as Broadridge’s Chief Financial Officer and contribute to its consistent growth,” said Mr. Reese. “I depart confident that Broadridge is well-positioned to deliver on its three-year financial objectives with a long runway for continued growth.”

Mr. Reese has served as Broadridge’s CFO since 2020, playing a key role in driving Broadridge’s strong financial performance. During his tenure, Broadridge’s market capitalization grew 38% to $24 billion while annualized recurring revenue and Adjusted EPS grew 11% and 12%, respectively, from fiscal year 2020 to fiscal year 2023.

Ms. Ghei has served as the Chief Financial Officer of Broadridge’s Investor Communication Solutions segment since January 2022 and is a member of the company’s Executive Leadership Team.  Prior to joining Broadridge, Ms. Ghei spent 18 years at American Express, where she held a range of increasingly senior roles in Finance and Business strategy, most recently serving as Head of Merchant Pricing for the Americas. She holds an undergraduate degree in Economics from Delhi University and an MBA from Indian Institute of Management Calcutta.

Forward Looking Statements

This press release and other written or oral statements made from time to time by representatives of Broadridge may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” “on track,” and other words of similar meaning, are forward-looking statements. In particular, statements about our current fiscal year and about our three-year objectives are forward-looking statements.

These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors described and discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended June 30, 2023 (the “2023 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by reference to the factors discussed in the 2023 Annual Report.

About Broadridge

Broadridge Financial Solutions (NYSE: BR), a global Fintech leader with over $6 billion in revenues, provides the critical infrastructure that powers investing, corporate governance, and communications to enable better financial lives. We deliver technology-driven solutions that drive business transformation for banks, broker-dealers, asset and wealth managers and public companies. Broadridge's infrastructure serves as a global communications hub enabling corporate governance by linking thousands of public companies and mutual funds to tens of millions of individual and institutional investors around the world. Our technology and operations platforms underpin the daily trading of more than $10 trillion of equities, fixed income and other securities globally. A certified Great Place to Work®, Broadridge is part of the S&P 500® Index, employing over 14,000 associates in 21 countries.

For more information about us, please visit https://www.broadridge.com

Contact information:

Investors

broadridgeir@broadridge.com

Media

Gregg.rosenberg@broadridge.com

XML

Document and Entity Information	May 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 31, 2024
Entity File Number	001-33220
Entity Registrant Name	BROADRIDGE FINANCIAL SOLUTIONS, INC.
Entity Central Index Key	0001383312
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	33-1151291
Entity Address, Address Line One	5 Dakota Drive
Entity Address, City or Town	Lake Success
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11042
City Area Code	516
Local Phone Number	472-5400
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false