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): November 17, 2016

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))

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

On November 17, 2016, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) held its 2016 Annual Meeting of Stockholders. At the 2016 Annual Meeting, stockholders approved all of management’s proposals, which were:

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

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

3. The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm to conduct the annual audit of the financial statements of the Company and its subsidiaries for the fiscal year ending June 30, 2017.

Proposal 1: Election of Directors. The following table reflects the tabulation of the votes with respect to each director who was elected at the 2016 Annual Meeting:

	FOR	AGAINST	ABSTAIN	Broker Non Votes
Leslie A. Brun	94,763,185	1,082,693	377,947	10,722,428
Richard J. Daly	95,930,513	153,691	139,621	10,722,428
Robert N. Duelks	95,922,523	143,253	158,049	10,722,428
Richard J. Haviland	95,594,489	475,126	154,210	10,722,428
Brett A. Keller	95,947,172	118,464	158,189	10,722,428
Stuart R. Levine	95,805,662	265,491	152,672	10,722,428
Maura A. Markus	95,950,205	119,838	153,782	10,722,428
Thomas J. Perna	95,929,331	134,496	159,998	10,722,428
Alan J. Weber	95,319,149	746,402	158,274	10,722,428

Proposal 2: Advisory Vote on the Company’s Executive Compensation (the Say on Pay Vote). The approval, on an advisory basis, of the Company’s executive compensation was approved by the stockholders. The stockholders cast 91,573,943 votes in favor of this proposal and 4,360,955 votes against. There were 288,927abstentions and 10,722,428 broker non-votes.

Proposal 3: Ratification of Appointment of Auditors. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to conduct the annual audit of the financial statements of the Company and its subsidiaries for the fiscal year ending June 30, 2017, was approved by the stockholders. The stockholders cast 105,673,422votes in favor of this proposal and 1,118,810votes against. There were 154,021abstentions.

Item 7.01. Regulation FD Disclosure.

The Company is furnishing the transcript of the Company’s 2016 Annual Meeting of Stockholders held on November 17, 2016.

In certain circumstances, results in this transcript have been presented on an adjusted basis and are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company's reported results. The reconciliations of any Non-GAAP measures included in this transcript to their most directly comparable GAAP measures were included in the Company’s press release and Earnings Webcast & Conference Call Presentation dated August 9, 2016 for the fiscal year ended June 30, 2016, and in the Company’s press release and Earnings Webcast & Conference Call Presentation dated November 9, 2016 for the first quarter ended September 30, 2016, which were included as Exhibits 99.1 and 99.2 to the Company’s Forms 8-K filed with the Securities and Exchange Commission, dated August 9, 2016 and November 9, 2016, respectively, and are also available under the “Investor Relations” section of the Company’s website at www.broadridge-ir.com.

The information furnished pursuant to Items 7.01 and 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

This current report on Form 8-K 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” and other words of similar meaning, are forward-looking statements. In particular, statements about Broadridge’s future financial performance 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 discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (the “2016 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 8-K and are expressly qualified in their entirety by reference to the factors discussed in the 2016 Annual Report.

These risks include: the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms; changes in laws and regulations affecting Broadridge’s clients or the investor communication services provided by Broadridge; any material breach of Broadridge security affecting its clients’ customer information; declines in participation and activity in the securities markets; the failure of Broadridge’s outsourced data center services provider to provide the anticipated levels of service; a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; overall market and economic conditions and their impact on the securities markets; Broadridge’s failure to keep pace with changes in technology and demands of its clients; Broadridge’s ability to attract and retain key personnel; the impact of new acquisitions and

divestitures; and competitive conditions. Broadridge disclaims any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

Item 9.01.    Financial Statements and Exhibits.

Exhibits. The following exhibit is furnished herewith:

Exhibit No.	Description
99.1	Transcript of the 2016 Broadridge Financial Solutions, Inc. Annual Meeting of Stockholders.

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 17, 2016

BROADRIDGE FINANCIAL SOLUTIONS, INC.

By: /s/ Adam D. Amsterdam

        Name: Adam D. Amsterdam

Title: Vice President, General Counsel

EX-99.1

EXHIBIT 99.1

Broadridge

November 17, 2016

10:00 AM EST

Les Brun: Good morning, and welcome to Broadridge's 2016 Annual Meeting. My name is Les Brun, and I have the privilege of chairing the Board for Broadridge. This is Broadridge's eighth completely virtual meeting of shareholders. Validated shareholders can submit questions in real time and vote in real time. This format has increased shareholder access, participation and voting.

I'd like to introduce the slate of director nominees here. Starting with my far right, Mr. Rich Haviland, Mr. Stuart Levine, Ms. Maura Markus, Mr. Bob Duelks, Mr. Brett Keller, Mr. Alan Weber, and Mr. Tom Perna. I'd also like to introduce our representatives from Deloitte & Touche, Mike Angelaras and Lynda Hullstrung. As well, our General Counsel, Adam Amsterdam is here, and our outside counsel, Jon Mark of Cahill Gordon.

I'd now like to turn the meeting over to Maria Allen, our Corporate Secretary, to conduct the business aspects of the meeting and to close the polls. Maria?

Maria Allen: Thank you, Les. Proof of notice of this meeting will be filed with the minutes. The tabulator has provided me with a report indicating that over 90% of our outstanding shares are present by proxy at this meeting. Accordingly, I certify that a quorum exists.

The Company has appointed Tom Tighe as the Inspector of Election. All Broadridge stockholders entitled to vote at this meeting have the ability to do so online, as well as the ability to submit questions in real time, online, or over the phone by dialing 1-877-328-2502 and providing the control number that was included with the notice of this meeting.

If you're a stockholder entitled to vote and have not yet voted, or you want to change a previously cast vote, please do so now via the website.

The proposals being considered today are explained in detail in the proxy statement that was distributed to all stockholders entitled to vote. I'll be closing the polls after I review the proposals.

Proposal number one: the Board is proposing nine nominees for election as directors.

Proposal number two: the Board is seeking advisory approval of the compensation of the corporate officers named in our proxy statement.

Proposal number three: the Board is proposing the ratification of the appointment of Deloitte & Touche to serve as Broadridge's independent auditors for the fiscal year ending June 30^th, 2017.

The Board recommends that stockholders vote for each of the proposals. The polls are now closed, and the business of the meeting is concluded. Now, I turn the meeting over to our President and CEO, Rich Daly.

Rich Daly: Thanks, Maria. Good morning. I'm Rich Daly. As Les said, welcome to Broadridge's eighth virtual-only annual meeting. This virtual annual meeting is powered by Broadridge technology. Over the last year, we've done 170 virtual annual meetings.

As part of this virtual annual meeting format, I will share with you a few highlights regarding Broadridge's fiscal year 2016 financial performance; culture; and finally, our results from the first quarter of fiscal year 2017.

First, some financial highlights from fiscal year 2016. Let me open by saying that I am pleased with Broadridge's fiscal year 2016 results. Total revenues grew 8% to $2.9 billion, led by strong 9% growth in recurring revenues. We achieved 11% growth in adjusted EPS to $2.73 per share, and we generated record closed sales of $151 million, ending 2016 on a strong note.

Broadridge is on track to achieve the three-year financial objectives we laid out in early fiscal year 2015. In August 2016, the Board approved a 10% increase in our annual dividend to $1.32 per share. Broadridge has increased its dividend every year since 2007, and we remain committed to a strong dividend.

Broadridge continued to deliver a strong total shareholder return of 33% during fiscal year 2016, and 157% over the three years ending June 30^th, 2016. Delivering top-quartile total shareholder returns to our investors is a key focus of our management team. In order to achieve this goal, we must continue to execute on delivering value for our clients, broadening our product set, and at the same time make the technology investments necessary to sustain and grow our market position.

I am proud of our success on all three fronts. The key to that success is our commitment to the service profit chain, driven by the hard work and dedication of our associates. At Broadridge, we now have over 10,000 highly-engaged associates in 16 countries around the world. Their efforts on behalf of our clients underpin our 98% revenue retention rate.

I'm proud to say that Broadridge was named among the best companies to work for in New York State. We also received a perfect score of 100 on the Human Rights Campaign's Corporate Equality Index, identifying Broadridge as a best place to work for LGBT equality. Receiving these awards underscores the importance we place on developing and nurturing our human capital.

Before I close, I would like to give a brief summary of our first-quarter 2017 results. Total revenues grew 51% to $895 million in the first quarter. The acquisition of the North American Customer Communications business from DST Systems was the largest contributor to our growth. Strong top line growth resulted in 19% growth in adjusted operating income, and 9% growth in adjusted EPS to $0.36 per share; and closed sales rose 26% to $22 million.

In summary, we're off to a good start to fiscal 2017. Broadridge is delivering solid top and bottom line results, and executing on key strategic priorities. Our strategy of creating multiple paths to success continues to enable us to pursue exciting opportunities driven by our unique market position.

With that overview complete, I will now open the Q&A period of our meeting. You can ask a question during the meeting by clicking Ask a Question or by calling 1-877-328-2502. I will repeat that number: 1-877-328-2502. If time doesn't allow or if follow-up is required, we will respond to your questions within 24 hours online.

We'll take the questions in the following order. First, we'll answer questions submitted online before the meeting through the stockholder forum. At this point there are none. Then we will answer questions submitted live from the Internet during the meeting. Finally, we will answer questions from the phone. After Q&A, Maria Allen, our Corporate Secretary, will report the meeting results. Let's begin the Q&A.

At this time, there are no questions from the forum, from online, or from the phone. I'll pause a few more seconds. Well, thank you, then. I'm going to now turn the meeting back over to Maria for the meeting results.

Maria Allen: Thank you, Rich. The Inspector of Election has presented me with a report covering votes received for and against each of the proposals. I'm pleased to report that each of the proposals has passed. The complete voting results will be contained in a Form 8-K that will be filed with the SEC within four business days following this meeting. The 8-K will be available on Broadridge's website promptly after it has been filed. Les, I turn the meeting back over to you.

Les Brun: Thank you, Maria. Thanks, everyone, for your participation this morning. There being no further business, the meeting is adjourned.