DEF 14A of Broadridge Financial Solutions, Inc., Oct 2, 2025

DEF 14A of Broadridge Financial Solutions, Inc.

Filed Oct 2, 2025 · FY20250001140361-25-037069

Open on EDGAR

  1. (Name of Registrant as Specified in its Charter)

    (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Letter to Our Stockholders Dear Stockholders, At our 2025 Annual Meeting, I will report on our fiscal year 2025 financial performance, and the members of the Board and I will also answer questions from our stockholders. Our strong fiscal 2025 results highlight the strength and stability of our business, the power of the long-term trends driving our growth, and our execution against our growth strategy. Importantly, these results keep us on track to deliver again on our three-year growth objectives. In accordance with our director retirement policy in our Corporate Governance Principles, Rich Daly and Pam Carter will retire from the Board following the 2025 Annual Meeting. Rich founded the business that ultimately became Broadridge and has been an integral part of the organization ever since, serving as our CEO for 12 years, a member of our Board since 2007, and, most recently, our Executive Chairman. He continues to be an exceptional mentor and I look forward to continuing to work with Rich in support of the Company’s growth as he transitions to Chair Emeritus. Pam has been a member of our Board since 2017 and the Chair of our Audit Committee. Her strong leadership will be deeply missed. I want to thank Rich and Pam for their many years of exemplary service on the Board and wish them well. I look forward to welcoming Eileen as our independent Chairperson of the Board following her re-election at the Annual Meeting. Eileen joined our Board three years ago, and she has been a key contributor ever since. Whether or not you plan to attend the 2025 Annual Meeting, please read our 2025 Proxy Statement for important information on each of the proposals and our practices in the areas of corporate governance and executive compensation. Our 2025 Annual Report to Stockholders contains information about our financial performance. Your participation in the governance of our company is important to us, and we strongly urge you to cast your vote. I look forward to our Annual Meeting, and I hope you will join us to hear more about Broadridge. Sincerely,

  2. Information about Our Nominees

    Information about Our Nominees The following table provides summary information about each director nominee. Detailed information about each nominee’s background, skill set and areas of experience can be found beginning on page 10 of this Proxy Statement.

  3. Information about Our Nominees

    | | | | | Committee Memberships(2) | | | | | Director | | Experience | Age(1) | AC | CC | GNC | Director Since | | | Robert N. Duelks Independent | Former Executive, Accenture plc | 70 | • | | • | 2009 | | | Melvin L. Flowers Independent | Former Head of Internal Audit and Risk Management, Microsoft Corporation Former public company CFO | 72 | • | | • | 2021 | | | Timothy C. Gokey | Chief Executive Officer, Broadridge | 64 | | | | 2019 | | | Brett A. Keller Independent | Chief Executive Officer, priceline.com LLC | 57 | • | • | | 2015 | | | Maura A. Markus Independent | Former President and Chief Operating Officer, Bank of the West | 67 | • | • | | 2013 | | | Eileen K. Murray Lead Independent Director | Former Chair of the Board of Governors, Financial Industry Regulatory Authority | 68 | | | | 2022 | | | Annette L. Nazareth Independent | Senior Counsel, Davis Polk & Wardwell Former SEC Commissioner | 69 | • | • | | 2021 | | | Amit K. Zavery Independent | President, Chief Product Officer, and Chief Operating Officer of ServiceNow | 54 | • | • | | 2019 |

  4. Information about Our Nominees

    | 1 | Director ages are as of August 14, 2025, which is the date the Board approved their nomination. |

  5. Information about Our Nominees

    | 2 | Following re-election to the Board at the 2025 Annual Meeting, Ms. Murray will assume the Chairperson role, Mr. Flowers will become Chair of the Audit Committee, and Ms. Nazareth will become a member of the Governance and Nominating Committee and will no longer serve on the Compensation Committee. |

  6. Information about Our Nominees

    | AC | Audit Committee | GNC | Governance and Nominating Committee | • | Member | | CC | Compensation Committee | | | • | Chair |

  7. Information about Our Nominees

    | 6 | Broadridge 2025 Proxy Statement |

  8. Questions and Answers about the Annual Meeting and Voting

    | | Robert N. Duelks Independent Director Since: 2009 Age: 70 Committee Membership: Governance and Nominating (Chair), Audit |

  9. Questions and Answers about the Annual Meeting and Voting

    | | Melvin L. Flowers Independent Director Since: 2021 Age: 72 Committee Membership: Audit, Governance and Nominating Committee Pending re-election, Mr. Flowers will become Chair of the Audit Committee |

  10. Questions and Answers about the Annual Meeting and Voting

    | | Timothy C. Gokey Management Director Since: 2019 Age: 64 Committee Membership: None |

  11. Questions and Answers about the Annual Meeting and Voting

    | | Brett A. Keller Independent Director Since: 2015 Age: 57 Committee Membership: Audit, Compensation |

  12. Questions and Answers about the Annual Meeting and Voting

    | | Maura A. Markus Independent Director Since: 2013 Age: 67 Committee Membership: Compensation (Chair), Audit |

  13. Questions and Answers about the Annual Meeting and Voting

    | | Eileen K. Murray Lead Independent Director since 2024 Director Since: 2022 Age: 68 Pending re-election, Ms. Murray will become Chairperson of the Board |

  14. Questions and Answers about the Annual Meeting and Voting

    | | Annette L. Nazareth Independent Director Since: 2021 Age: 69 Committee Membership: Audit and Compensation Pending re-election, Ms. Nazareth will become a member of the Governance and Nominating Committee and will no longer serve on the Compensation Committee |

  15. Questions and Answers about the Annual Meeting and Voting

    | | Amit K. Zavery Independent Director Since: 2019 Age: 54 Committee Membership: Audit, Compensation |

  16. Non-Management Director Compensation Structure

    Non-Management Director Compensation Structure For fiscal year 2025, non-management directors received the following compensation for their service on our Board and Committees:

  17. Non-Management Director Compensation Structure

    | (1) DSUs and stock options are granted annually in November and vest at grant. |

  18. Non-Management Director Compensation Structure

    | (2) All cash retainers are paid on a quarterly basis. |

  19. Non-Management Director Compensation Structure

    | (3) The Lead Independent Director additional retainer is comprised of $72,500 in cash and $67,500 in equity (split evenly between DSUs and stock options). |

  20. Non-Management Director Compensation Structure

    Directors may participate in the Broadridge Director Deferred Compensation Plan (the “Deferred Compensation Plan”) which allows them to defer their cash compensation into grants of DSUs that settle in shares of Common Stock. The number of DSUs awarded is determined by dividing the quarterly cash payment by the closing price of Common Stock on the day before cash payments are made. This election is made annually prior to the beginning of the calendar year in which the retainers and fees are earned and is irrevocable for the entire calendar year. Accounts are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Board. Participants’ DSUs convert to shares of Common Stock upon their departure from the Board either in a lump sum amount or in installments for up to five years, as previously elected by the director. Non-management directors received annual grants of stock options and DSUs under the 2018 Omnibus Award Plan (the “2018 Omnibus Plan”) approved by the Company’s stockholders at the 2018 annual meeting of stockholders. The number of shares comprising each director’s equity awards is determined at the time of grant based on a 30-day average stock price prior to the distribution of meeting materials, and, for stock options, the binomial stock option valuation method.

  21. Non-Management Director Compensation Structure

    | 32 | Broadridge 2025 Proxy Statement |

  22. Non-Management Director Compensation Structure

    All stock options are granted with an exercise price equal to the closing price of Common Stock on the date of grant. All stock options granted to our non-management directors are fully vested upon grant and have a term of 10 years. Following separation from service on the Board, outstanding stock options held by directors expire at the earlier of the expiration of the option term and three years. All DSUs are granted at the same time as stock options, are fully vested upon grant, and will settle as shares of Common Stock upon the director’s separation from service on the Board. DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Board.

  23. Non-Management Director Compensation Table

    Non-Management Director Compensation Table The table below sets forth the compensation paid to our non-management directors in fiscal year 2025.

  24. Non-Management Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Leslie A. Brun(5) | $86,250 | — | — | — | $86,250 | | Pamela L. Carter | $145,000 | $104,222 | $104,352 | $10,000 | $363,574 | | Robert N. Duelks | $140,000 | $104,222 | $104,352 | $10,000 | $358,574 | | Melvin L. Flowers | $125,000 | $104,222 | $104,352 | $9,000 | $342,574 | | Brett A. Keller | $125,000 | $104,222 | $104,352 | $10,000 | $343,574 | | Maura A. Markus | $140,000 | $104,222 | $104,352 | $10,000 | $358,574 | | Eileen K. Murray | $160,625 | $139,494 | $139,608 | $10,000 | $449,727 | | Annette L. Nazareth | $125,000 | $104,222 | $104,352 | $10,000 | $343,574 | | Amit K. Zavery | $125,000 | $104,222 | $104,352 | $9,900 | $343,474 |

  25. Non-Management Director Compensation Table

    | 2025 Proxy Statement Broadridge | 33 |

  26. Non-Management Director Compensation Table

    | (1) Represents the amount of cash compensation payable for fiscal year 2025 Board and Committee service. Several directors deferred all or part of fiscal year 2025 cash compensation into grants of DSUs under the Deferred Compensation Plan: 545 DSUs (Mr. Keller); 611 DSUs (Ms. Markus); 697 DSUs (Ms. Murray); 545 DSUs (Ms. Nazareth); and 533 DSUs (Mr. Zavery). |

  27. Non-Management Director Compensation Table

    | (2) Represents the aggregate grant date fair value of the annual DSU awards granted during fiscal year 2025 (excluding DSUs granted under the Deferred Compensation Plan), computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). See Note 16, “Stock-Based Compensation” to the consolidated financial statements included in our 2025 Form 10-K (the “2025 Consolidated Financial Statements”) for the relevant assumptions used to determine the valuation of these awards. The total number of DSUs outstanding for each non-management director as of June 30, 2025 is as follows: 5,163 (Ms. Carter); 20,358 (Mr. Duelks); 2,173 (Mr. Flowers); 8,392 (Mr. Keller); 13,803 (Ms. Markus); 1,816 (Ms. Murray); 2,173 (Ms. Nazareth); and 3,487 (Mr. Zavery). These amounts include dividend-equivalent DSUs credited during fiscal year 2025 and exclude DSUs granted under the Deferred Compensation Plan. |

  28. Non-Management Director Compensation Table

    | (3) Represents the aggregate grant date fair value of option awards granted during fiscal year 2025 computed in accordance with FASB ASC Topic 718. See Note 16, “Stock-Based Compensation” to the 2025 Consolidated Financial Statements for the relevant assumptions used to determine the valuation of these awards. The total number of stock options outstanding for each non-management director as of June 30, 2025, all of which are exercisable, is as follows: 14,763 (Ms. Carter); 17,564 (Mr. Duelks); 9,175 (Mr. Flowers); 26,424 (Mr. Keller); 26,424 (Ms. Markus); 7,438 (Ms. Murray); 5,510 (Ms. Nazareth); and 14,763 (Mr. Zavery). |

  29. Non-Management Director Compensation Table

    | (4) Represents Company-paid contributions made to qualified tax-exempt organizations under the Matching Gift Program on behalf of the non-management directors. The Company matches 100% of all contributions made by its non-management directors to qualified tax-exempt organizations, up to a maximum Company contribution of $10,000 per calendar year. Amounts shown reflect total Company matching contributions in each fiscal year, and therefore may be greater than the calendar year maximum. |

  30. Non-Management Director Compensation Table

    | (5) Mr. Brun retired from the Board following the 2024 annual meeting of stockholders, held on November 14, 2024. |

  31. Non-Management Director Compensation Table

    | 34 | Broadridge 2025 Proxy Statement |

  32. Non-Management Director Compensation Table

    Our Executive Officers

  33. Non-Management Director Compensation Table

    | Name | Age | Position | | Timothy C. Gokey | 64 | CEO and Director | | Christopher J. Perry | 63 | President | | Richard J. Daly | 72 | Executive Chairman | | Thomas P. Carey | 54 | Corporate Vice President, Global Technology and Operations (“GTO”) | | Douglas R. DeSchutter | 55 | Corporate Vice President, Investor Communication Solutions (“ICS”) | | Ashima Ghei | 45 | Corporate Vice President, CFO | | Hope M. Jarkowski | 50 | Corporate Vice President, Chief Legal Officer | | Richard J. Stingi | 61 | Corporate Vice President, Chief Human Resources Officer |

  34. Non-Management Director Compensation Table

    Timothy C. Gokey is our CEO and a member of our Board. Mr. Gokey’s biographical information is set forth in “Proposal 1—Election of Directors” starting on page 9 of this Proxy Statement. Christopher J. Perry is our President. Mr. Perry served as our Corporate Senior Vice President, Global Sales, Marketing and Client Solutions since joining Broadridge in 2014 until he was appointed to his current role in 2020. Prior to joining Broadridge, Mr. Perry held numerous roles at Thomson Reuters and its predecessor, Thomson Financial. He was Global Managing Director of Risk for the Financial & Risk division of Thomson Reuters. In this role, he was the general manager of a global segment and was responsible for overseeing Governance, Risk, Compliance, as well as Pricing and Reference services. From 2011 to 2013, he was President, Global Sales & Account Management at the Financial & Risk division of Thomson Reuters. From 2006 to 2010, he served as President, Americas for Thomson Reuters and its predecessor, Thomson Financial. Mr. Perry was elected to the board of directors of Verisk Analytics, Inc. in 2025. He also serves on the board of directors of the Financial Services Institute and previously served as a board member of The RepTrak Company from 2021 to 2024. He is an advisory director of British American Business, a membership organization that enables transatlantic commerce. He also serves on the boards of the Make-A-Wish Foundation of New Jersey, the United Way of New York City, and is the Vice Chair of the Community Food Bank of New Jersey. Mr. Perry also serves as the Treasurer and a member of the Board of Trustees of Lewis University. Richard J. Daly is the Executive Chairman of our Board and is our former CEO. He served as our CEO from 2007 to 2019 and has served as our Executive Chairman since 2019. From 2014 to 2017, he served as our President. Prior to the 2007 spin-off of Broadridge from Automatic Data Processing Inc. (“ADP”), Mr. Daly served as Group President of the Brokerage Services Group of ADP. He is a member of the Advisory Board of the NACD and a member of the Listed Company Advisory Board of the NYSE. He is recognized as an NACD Directorship 100 Governance Professional. He is a member of the Economic Club of New York and a member of the Advisory Board of the Ira M. Millstein Center for Global Markets and Corporate Ownership of Columbia Law School. Mr. Daly is a Director of the SIFMA Foundation, a financial literacy program that serves 600,000 students a year. He is also the founding Treasurer of the Make-A-Wish Foundation of Suffolk County, Inc. and now serves as an Honorary Director. Thomas P. Carey is our Corporate Vice President, GTO. He has held the position of President of our GTO business segment since October 2018 and is responsible for all aspects of that business. In 2024, his role was expanded to include oversight of our India operations, and in July 2025, he also took on responsibility for overseeing Enterprise Product Management for the Company. Previously, Mr. Carey led Broadridge’s International business with responsibility for all lines of business in the EMEA and APAC regions from 2017 to 2018. Mr. Carey joined ADP in 1992 and has held various roles with increasing responsibility at ADP and Broadridge, including as head of technology for the international business of ADP’s Brokerage Services Group from 2001 to 2004, and Chief Operating Officer of the international business of ADP’s Brokerage Services Group from 2004 to 2008. From 2009 to 2017, Mr. Carey led the international business of Broadridge’s GTO segment. Douglas R. DeSchutter is our Corporate Vice President, ICS. He was named President of the ICS business in July 2025 and is responsible for all aspects of that business. He previously served as Co-President of the ICS business from 2023 to 2025. Previously, he served as the Corporate Vice President, Bank Broker-Dealer, Customer Communications, and Digital Center of Excellence and was responsible for our Bank Broker-Dealer business, Customer Communications business, and overall digital strategy from 2022 to 2023. Mr. DeSchutter was responsible for our Customer Communications business from 2017 to 2022 and held various other roles in our ICS businesses from 2009. Mr. DeSchutter was our Chief Strategy and Business Development Officer, responsible for mergers and acquisitions and strategy, from 2007 to 2009. Prior to the spin-off of Broadridge from ADP in 2007, Mr. DeSchutter served in various capacities at ADP in corporate development and strategy. Prior to joining ADP in 2002, he was Vice President of Mergers & Acquisitions at Lehman Brothers focusing on the technology sector.

  35. Non-Management Director Compensation Table

    | 2025 Proxy Statement Broadridge | 35 |

  36. Non-Management Director Compensation Table

    Our Executive Officers Ashima Ghei is our CFO, having assumed this role in December 2024 after serving as our Interim CFO since July 1, 2024. Ms. Ghei previously served as the Chief Financial Officer of Broadridge’s ICS business from January 2022 until July 2024. 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 the Head of Merchant Pricing for the Americas from 2017 to 2021. Hope M. Jarkowski is our Corporate Vice President and Chief Legal Officer. She joined Broadridge in May 2024. Ms. Jarkowski oversees Broadridge’s legal, compliance, regulatory, and government affairs functions. She serves as the primary legal advisor to senior management and the Board of Directors and helps lead Broadridge’s internal policy efforts. Ms. Jarkowski joined Broadridge from the NYSE, where she most recently served as General Counsel from 2022 to April 2024, providing legal counsel and regulatory strategy across the NYSE’s business segments. Prior to this, from 2020 to 2022, she served as Head of Equities for the NYSE with responsibility for strategy, product development, and relationship management. From 2016 to 2020, she served as co-head of Regulatory Affairs for NYSE’s parent, Intercontinental Exchange, Inc. From 2022 to 2024, Ms. Jarkowski was on the Board of Directors of the Depository Trust and Clearing Corporation. She is currently a member of the National Board of Directors for the Junior Achievement USA. Richard J. Stingi is our Corporate Vice President, Chief Human Resources Officer. He was appointed our Chief Human Resources Officer in February 2021 after serving as Interim Chief Human Resources Officer from September 2020. He leads all functions related to global talent management practices, including associate engagement and retention, training and development, talent acquisition, total rewards, succession planning, and culture building. Prior to joining Broadridge in 2013 as the lead HR Business Partner for our GTO business and Corporate Functions, Mr. Stingi spent 22 years at Goldman Sachs as a Managing Director in their Human Capital Management Division.

  37. Non-Management Director Compensation Table

    | 36 | Broadridge 2025 Proxy Statement |

  38. Non-Management Director Compensation Table

    Stock Ownership Information Security Ownership of Executive Officers and Directors The following table shows the number of shares of Common Stock beneficially owned by (a) each of our directors, (b) each of our director nominees, (c) each NEO, and (d) by all directors, director nominees, and current executive officers as of July 31, 2025, as a group. Unless otherwise noted, the beneficial owners exercise sole voting and/or investment power over their shares. The address of each person named in the table below is c/o Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042.

  39. Non-Management Director Compensation Table

    | Beneficial Owner | Number of Shares(1)(2) | Percentage of Shares Beneficially Owned(3) | | Thomas P. Carey | 51,363 | * | | Pamela L. Carter | 22,024 | * | | Richard J. Daly(4) | 148,254 | * | | Robert N. Duelks(5) | 68,810 | * | | Melvin L. Flowers | 11,356 | * | | Ashima Ghei | 6,619 | * | | Timothy C. Gokey | 701,213 | * | | Hope M. Jarkowski | 4,076 | * | | Brett A. Keller | 42,309 | * | | Maura A. Markus | 57,529 | * | | Eileen K. Murray | 10,969 | * | | Annette L. Nazareth | 13,898 | * | | Christopher J. Perry | 55,849 | * | | Amit K. Zavery | 22,495 | * | | All directors, director nominees, and current executive officers as a group (16) | 1,325,075 | 1.1% |

  40. Non-Management Director Compensation Table

    | * Represents beneficial ownership of less than one percent of the issued and outstanding shares of our Common Stock as of July 31, 2025. |

  41. Non-Management Director Compensation Table

    | (1) Amounts reflect vested stock options and stock options that will vest within 60 days of July 31, 2025. If shares are acquired, the director or executive officer would have sole discretion as to voting and investment. The shares beneficially owned include: (i) the following shares subject to such options granted to the following directors or executive officers: 45,286 (Mr. Carey), 14,763 (Ms. Carter), 12,064 (Mr. Daly), 17,564 (Mr. Duelks), 9,175 (Mr. Flowers), 2,662 (Ms. Ghei), 558,149 (Mr. Gokey), 4,075 (Ms. Jarkowski), 26,424 (Mr. Keller), 26,424 (Ms. Markus), 7,438 (Ms. Murray), 5,510 (Ms. Nazareth), 7,480 (Mr. Perry), and 14,763 (Mr. Zavery); and (ii) 838,315 shares subject to such options granted to all directors and executive officers as a group. |

  42. Non-Management Director Compensation Table

    | (2) Amounts provided for each director, other than Mr. Gokey and Mr. Daly, include DSU awards which are fully vested upon grant, and will settle as shares of Common Stock upon the director’s separation from service on the Board. The DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Board. |

  43. Non-Management Director Compensation Table

    | (3) The percentage of shares beneficially owned is based upon 117,129,320 shares of Common Stock outstanding as of July 31, 2025. |

  44. Non-Management Director Compensation Table

    | (4) Includes 15,000 shares of Common Stock held by The EED 2012 Trust, 15,000 shares of Common Stock held by The KLD 2012 Trust, and 2,700 shares of Common Stock held by the Daly Family Grandchildren’s 2020 Trust, trusts formed for the benefit of Mr. Daly’s children and grandchildren. Mr. Daly and his wife are co-trustees of these trusts. |

  45. Non-Management Director Compensation Table

    | (5) Includes 4,960 shares indirectly owned by Mr. Duelks and his wife through BOMAR II LLC, 8,853 shares held by the Robert N. Duelks Revocable Trust dated January 11, 2007, and 17,000 shares held by the Mary E. Duelks Revocable Trust dated January 11, 2007. Ownership in BOMAR II LLC is held by various Grantor Retained Annuity Trusts in which Mr. Duelks and his wife act as trustees. |

  46. Non-Management Director Compensation Table

    | 2025 Proxy Statement Broadridge | 37 |

  47. Non-Management Director Compensation Table

    Stock Ownership Information Five Percent Owners of Common Stock

  48. Non-Management Director Compensation Table

    | Beneficial Owner | Number of Shares | Percentage of Shares Beneficially Owned(3) | | The Vanguard Group, Inc.(1) | 13,950,662 | 11.91% | | BlackRock, Inc.(2) | 9,754,088 | 8.33% |

  49. Non-Management Director Compensation Table

    | (1) Based on information as of December 29, 2023 contained in a Schedule 13G/A filed on February 13, 2024 by The Vanguard Group, Inc. (“Vanguard Group”). Vanguard Group has sole dispositive power with respect to 13,441,422 shares of Common Stock, shared voting power with respect to 161,266 shares of Common Stock, and shared dispositive power with respect to 509,240 shares of Common Stock. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |

  50. Non-Management Director Compensation Table

    | (2) Based on information as of December 31, 2023 contained in a Schedule 13G/A filed on January 25, 2024 by BlackRock, Inc. (“BlackRock”), BlackRock reported sole voting power with respect to 8,945,676 shares of Common Stock and sole dispositive power with respect to 9,754,088 shares of Common Stock. The address of BlackRock is 50 Hudson Yards, New York, NY 10001. |

  51. Non-Management Director Compensation Table

    | (3) The percentage of shares beneficially owned is based upon 117,129,320 shares of Common Stock outstanding as of July 31, 2025. |

  52. Non-Management Director Compensation Table

    Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s executive officers, directors and persons who own more than 10% of our Common Stock to file initial reports of ownership and changes in ownership with the SEC. To the Company’s knowledge, with respect to the fiscal year ended June 30, 2025, all applicable filings were timely made, except a Form 4 report for each of our non-management directors in connection with the payment of the Company's regular quarterly dividend on the Common Stock underlying DSUs previously issued was late due to an administrative error. These reports were due on January 7, 2025 and were subsequently filed on January 10, 2025.

  53. Non-Management Director Compensation Table

    | 38 | Broadridge 2025 Proxy Statement |

  54. Non-Management Director Compensation Table

    | PROPOSAL 2 | | Advisory Vote to Approve Compensation of Our Named Executive Officers (the Say on Pay Vote) |

  55. Non-Management Director Compensation Table

    | In recognition of the interest the Company’s stockholders have in the Company’s executive compensation policies and practices, and in accordance with the requirements of Section 14A of the Exchange Act, this proposal provides the Company’s stockholders with an opportunity to cast an advisory vote on the compensation of the NEOs, as disclosed pursuant to the SEC’s compensation disclosure rules in this Proxy Statement. | | As described in more detail in the “Compensation Discussion and Analysis” beginning on page 40 of this Proxy Statement, the Company has adopted an executive compensation program that reflects the Company’s philosophy that executive compensation should be structured to align each executive’s interests with the interests of our stockholders. | | The mix of compensation elements for the NEOs, and particularly the CEO, is more heavily weighted towards variable, performance-based compensation than for the balance of the Company’s executive officers. This is intended to ensure that the executives who are most responsible for overall performance and changes in shareholder value are held most accountable for results. For fiscal year 2025, approximately 93% of the target TDC of our CEO, Mr. Gokey, and approximately 82% of the target TDC of our other NEOs (on average), is at risk and tied primarily to the growth and profitability of the Company. Broadridge demonstrated another year of strong growth in fiscal year 2025 with 7% Recurring revenue growth constant currency and 11% Adjusted EPS growth. In line with the Company’s strong overall financial performance in fiscal year 2025, the annual cash incentive payments for the NEOs ranged from 95% to 98% of their targets. | | Based on these factors, the Compensation Committee concluded that fiscal year 2025 compensation was well aligned with our performance for the year and that the connection between pay and performance is strong. | | The stockholder vote on this proposal is not intended to address any specific element of compensation, but rather the overall compensation of our NEOs. This vote is advisory and will not be binding on the Company. However, the Board and the Compensation Committee will review and consider the voting results when evaluating future compensation decisions relating to our NEOs. |

  56. Non-Management Director Compensation Table

    | | The Board recommends a vote FOR the approval of the compensation of our Named Executive Officers as disclosed in this Proxy Statement |

  57. Non-Management Director Compensation Table

    | 2025 Proxy Statement Broadridge | 39 |

  58. Non-Management Director Compensation Table

    Compensation Discussion and Analysis This section of the Proxy Statement explains the design and operation of our executive compensation program with respect to the following NEOs listed in the “Summary Compensation” table on page 59.

  59. Elements of our Executive Compensation Program

    | Element | Form | Performance Measures and Key Terms | Objective | | Base Salary | Fixed cash | Reviewed annually and adjusted when appropriate based on the executive’s responsibility, performance, and market competitiveness | Attract and retain executive talent | | Annual Cash Incentive | Variable cash | 70% Financial Goals ▪ Compensation Adjusted Fee-Based Revenue (10%) ▪ Compensation Adjusted Earnings Before Taxes (“EBT”) (30%) ▪ Closed Sales (20%) ▪ Client Onboarding (10%) 5% Client Satisfaction Goal 25% Strategic and Leadership Goals | Reward annual performance based on key financial and operational measures that align with our business strategy | | Long-Term Equity Incentives | 50% performance-based restricted stock units (“PRSUs”) 50% Stock Options | Three-year performance and vesting period Compensation Adjusted EPS Goals Vest 25% per year, subject to continued employment Only have value if Company performance results in stock price appreciation | Reward performance on achievement of long-term financial results Directly align the interest of management with those of stockholders |

  60. 2025 Compensation Highlights

    | Balanced Incentive Metrics Supporting our Strategy | The performance metrics utilized for the Company’s annual cash incentive and long-term equity incentive compensation align with Broadridge’s operating plan and the goal of creating shareholder value. For fiscal year 2025, these included: Annual Cash Incentive: ▪ Fee-Based Revenue is the foundation for the Company’s future growth ▪ Adjusted EBT is a key measure of annual corporate performance ▪ Closed Sales is an important measure for expected future revenue, which drives the Company’s growth ▪ Client Onboarding was added in fiscal year 2025 to further drive timely revenue realization. The percentage attributable to Fee-Based Revenue and Adjusted EBT were both lowered, as those goals are highly correlated to successful onboarding of clients ▪ Client Satisfaction emphasizes the importance of client retention to the achievement of Broadridge’s financial goals ▪ Strategic and Leadership goals reinforce the importance of the Company’s non-financial strategic objectives, including human capital matters ▪ For fiscal year 2026, the Compensation Committee approved adding associate engagement as an additional component of the Strategic and Leadership goals portion of our annual cash incentive to emphasize the importance of engaged associates in driving the Company’s performance Long-Term Equity Incentive: ▪ Adjusted EPS is a primary measure of long-term corporate profitability and is intended to provide alignment with stockholders’ interests and hold executives accountable for the long-term performance of the Company ▪ For fiscal year 2026, the Compensation Committee approved adding organic Recurring revenue growth as an additional performance measure for our PRSUs. This change was made to better align our program with prevalent market practices and be responsive to feedback provided by some investors as part of our engagement process | | Compensation Aligned with Performance | We believe that aligning our executives’ incentives with Broadridge’s strategic goals is critical to attain long-term strategic success Annual cash incentive payments to the NEOs for fiscal year 2025 ranged from 95% to 98% of their targets Our NEOs’ actual TDC for fiscal year 2025 reflects the Company’s strong overall financial performance In fiscal year 2024, Broadridge transitioned from a two-year performance period to a three-year performance period for our PRSUs. This change was made to better align our program with prevalent market practices and be responsive to feedback provided by investors as part of our investor engagement process. As a result of this transition, no PRSUs were earned in fiscal year 2025. | | Robust Clawback Policy | In fiscal year 2025, Broadridge expanded its Clawback Policy to include additional compensation elements, including time-vested equity awards, discretionary bonuses, and severance payments, as recoupable in the event of either an accounting restatement that the Board determines is the result of a person’s intentional acts or omissions, or engagement in certain activities, such as intentional misconduct, fraud, and failure to appropriately supervise, that causes financial or reputational damage. | | Risk Mitigation and Corporate Governance Policies and Practices | Broadridge has certain policies in place to minimize excessive risk taking such as our Clawback Policy and a policy that prohibits the hedging or pledging of the Company’s securities. In addition, in consultation with FW Cook, the Compensation Committee reviewed the compensation programs for all Broadridge employees and concluded that these programs do not create risks that would be reasonably likely to have a material adverse effect on the Company. | | Consistent Say on Pay Support | At the 2024 annual meeting of stockholders, stockholders continued their strong support of our executive compensation program with approximately 89.2% of the votes cast in favor of the proposal. Based on the results, the Compensation Committee believes that the Company’s current executive compensation program is aligned with the interests of the Company’s stockholders. Accordingly, the Compensation Committee decided to retain the core elements and pay for performance design of our executive compensation program for fiscal year 2025. |

  61. Compensation Governance Best Practices

    | | What We Do | What We Don’t Do | | Competitive Compensation Design | Design compensation programs that do not encourage excessive risk taking Engage an independent compensation consultant for the Compensation Committee that does no other work for the Company Require minimum vesting periods for awards granted to associates, subject to limited exceptions | Provide tax gross-ups in the event of a change in control Pay dividends or dividend equivalents as a part of our long-term incentive program before vesting of the underlying shares occurs Provide excessive perquisites for our executive officers or directors Permit stock option repricing without stockholder approval or grants of discount stock options | | Pay for Performance | Require a majority of NEO target compensation be performance based Provide stockholders an annual Say on Pay Vote | | | Compensation Policies | Maintain a robust Clawback Policy Maintain a severance policy that provides for change in control cash payments and equity vesting, only on a double-trigger basis Prohibit hedging or pledging of the Company’s securities by our executive officers, directors, and employees Maintain robust stock ownership guidelines for executive officers, including a rigorous 6x base salary requirement for the CEO Have stock retention and holding period requirements Require executives to agree to be bound by a restrictive covenant agreement containing non-competition, non-solicitation, and confidentiality provisions | No liberal recycling of shares No single-trigger vesting on a change in control |

  62. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation For fiscal year 2025, the Compensation Committee determined that the performance measures of the annual cash incentive awards for the NEOs would be calculated as follows:

  63. Closed Sales(1)

    Client Onboarding was added as a component of the corporate financial goals for fiscal year 2025 to further drive timely revenue realization. Time from client engagement to revenue realization is a key driver for Broadridge's success. This component comprises 10% of the total annual cash incentive and is defined as the recurring revenue realized in fiscal year 2025 from sales closed in the current and prior fiscal years, that started converting into revenue in fiscal year 2025. The fiscal year 2025 Client Onboarding target was designed to be ambitious and was set significantly above our actual annual onboarding performance recorded since we began tracking this metric in fiscal year 2023. Our achievement of this goal in fiscal year 2025 was 82% of our target; however, for compensation purposes, achievement was 69.7% due to the method of calculating achievement which takes into account a performance range and the slope of the achievement line between the threshold, target, and maximum goals within the performance range. The Compensation Committee determined that the financial goals above are aligned with the Company’s long-term growth and profitability objectives. The Compensation Committee established threshold, target, and maximum performance levels for each financial goal. Each level represents a different performance expectation considering factors such as the Company’s prior year performance and the Company’s operating plan growth goals. BUSINESS SEGMENT FINANCIAL GOALS In addition to the corporate financial goals, annual cash incentives for our business segment leaders include business segment financial goals. For Mr. Carey, these business segment financial goals include Compensation Adjusted Fee-Based Revenue, Compensation Adjusted Earnings Before Interest and Taxes (“EBIT”), Closed Sales, and Client Onboarding. Determination of annual cash incentives for Mr. Carey is based on achievement of both the corporate financial goals and business segment financial goals. Fee-Based Revenue, EBIT, and Closed Sales are weighted evenly between corporate and business segment goals. Mr. Carey’s achievement for Client Onboarding is based solely on business segment financial goals. In determining the business segment financial goals, the Compensation Committee considers annual and long-term financial goals, operational plans, strategic initiatives, and the prior year’s actual results, to establish performance goals that are challenging yet attainable. For fiscal year 2025, business segment financial goals for GTO were set above the prior year’s achievement level. Achievement levels for Mr. Carey’s business unit metrics for his fiscal year 2025 annual incentive were as follows:

  64. FISCAL YEAR 2025 ANNUAL INCENTIVE COMPENSATION PAYMENTS

    FISCAL YEAR 2025 ANNUAL INCENTIVE COMPENSATION PAYMENTS The results of the annual incentive award calculations for fiscal year 2025 are detailed below.(1)

  65. FISCAL YEAR 2025 ANNUAL INCENTIVE COMPENSATION PAYMENTS

    | Name | Base Salary as of June 30, 2025 | Target as % of Base | Target ($) | Financial (70%) | Client Satisfaction (5%) | Strategic and Leadership (25%) | Earned as % of Target | Earned ($) | | Timothy C. Gokey | $1,080,000 | x 150% | $1,620,000 | 92% | 100% | 105% | 96% | $1,552,705 | | Ashima Ghei(2) | $600,000 | x 84% | $503,342 | 92% | 100% | 105% | 96% | $482,434 | | Christopher J. Perry | $764,400 | x 150% | $1,146,600 | 92% | 100% | 105% | 96% | $1,098,971 | | Thomas P. Carey(3) | $655,292 | x 125% | $819,115 | 95% | 100% | 105% | 98% | $801,547 | | Hope M. Jarkowski | $580,000 | x 90% | $522,000 | 92% | 100% | 101% | 95% | $495,096 |

  66. FISCAL YEAR 2025 ANNUAL INCENTIVE COMPENSATION PAYMENTS

    | (1) Achievement amounts are rounded to the nearest whole percent. |

  67. FISCAL YEAR 2025 ANNUAL INCENTIVE COMPENSATION PAYMENTS

    | (2) Ms. Ghei participated in the Executive Leadership Team Management by Objectives Plan (“MBO Plan”) from July 1, 2024 to December 15, 2024 with a target of 65% of her base salary. Upon being named CFO, she joined the Officer Bonus Plan with a target equal to 100% of her base salary effective December 16, 2024. Her overall target for the 2025 fiscal year is a weighted average of these two percentages. The MBO Plan has the same corporate financial goals as the Officer Bonus Plan. |

  68. FISCAL YEAR 2025 ANNUAL INCENTIVE COMPENSATION PAYMENTS

    | (3) Mr. Carey was paid in GBP and amounts were converted to USD based on the exchange rate of 1 GBP = 1.37172 USD as of June 30, 2025 for purposes of this disclosure. |

  69. FISCAL YEAR 2025 ANNUAL INCENTIVE COMPENSATION PAYMENTS

    | 48 | Broadridge 2025 Proxy Statement |

  70. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The purpose of long-term equity incentive compensation is to align executive officer financial interests with those of stockholders, and to improve our long-term profitability and stability through the attraction and retention of superior talent. Each executive officer has an annual long-term equity incentive target grant denoted in terms of a dollar value, which is typically allocated equally between stock options and PRSUs. The Compensation Committee considers recommendations from the CEO with regard to grants of stock options and PRSUs to executive officers other than himself. The Compensation Committee retains full responsibility for approval of individual grants. The Company maintains an Equity Grant Policy applicable to all awards of equity-based compensation, including stock options, granted by the Company. As part of the policy, all stock option awards granted to executive officers must be approved by the Compensation Committee. In addition, the Compensation Committee has set a predetermined time for the grant of stock options that are a component of an associate’s annual compensation so that they are not made in close proximity to the scheduled disclosure of material non-public information. The policy similarly restricts grants of stock option awards made outside of the annual grant process to a Window Period as defined in the Company’s Insider Trading Policy to ensure the advance release of material non-public information by the Company. Under the policy, stock options are not permitted to be granted within four business days prior to or one business day following the disclosure of material non-public information. The Company does not permit timed disclosure of material non-public information for the purpose of affecting the value of executive compensation. Details on the annual long-term equity awards for fiscal year 2025 are provided in the table below.

  71. Long-Term Equity Incentive Compensation

    | Type of Equity | Vesting | | Terms | | | Stock Options | Vest 25% per year on the anniversary date of the grant, subject to continued employment with the Company | | The exercise price equals the Common Stock closing price on the date of the grant (i.e., fair market value) Stock options have a 10-year maximum term The number of stock options is determined by dividing the target value by the option’s binomial value(1)(2) | | | | Year 1 Vest 25% | Year 2 Vest 25% | Year 3 Vest 25% | Year 4 Vest 25% | | PRSUs | Vest on October 1st of the calendar year following achievement of performance goals during the applicable three-year performance period, subject to continued employment with the Company | | The performance criterion is average Compensation Adjusted EPS for three fiscal years. For fiscal year 2025 grants, this is the average Compensation Adjusted EPS for fiscal years 2025 to 2027 The number of shares that can be earned based on performance ranges from 0% to 150% of the total target PRSUs The dollar target is converted into a target number of PRSUs based on the 30-day average prior to grant(2) | | | | 3-Year Performance and Vesting Period | | | |

  72. Long-Term Equity Incentive Compensation

    | (1) The binomial value is determined using a binomial option-pricing valuation model under FASB ASC Topic 718 and based on a 30-day average closing price of Common Stock prior to grant. |

  73. Long-Term Equity Incentive Compensation

    | (2) The use of an average Common Stock closing price for purposes of converting dollar value targets into shares is intended to reduce the impact of short-term stock price volatility on individual awards, thereby mitigating the risk of a windfall or impairment to the award opportunity. |

  74. Long-Term Equity Incentive Compensation

    | 2025 Proxy Statement Broadridge | 49 |

  75. 2025 LONG-TERM EQUITY INCENTIVE AWARD GRANTED

    2025 LONG-TERM EQUITY INCENTIVE AWARD GRANTED In August 2024, the Compensation Committee approved the fiscal year 2025 long-term equity incentive award targets for the NEOs, taking into account the review of the market analysis completed by FW Cook, and the NEOs’ ongoing roles and impact on the organization. The Compensation Committee approved the grant of the following long-term incentive awards during fiscal year 2025, which were split evenly between stock option and PRSU awards:

  76. Fiscal Year 2025 Long-Term Equity Incentive Awards Granted

    Fiscal Year 2025 Long-Term Equity Incentive Awards Granted

  77. Fiscal Year 2025 Long-Term Equity Incentive Awards Granted

    | Name | Total Annual Value | | Timothy C. Gokey | $13,300,000 | | Ashima Ghei(1) | $1,000,000 | | Christopher J. Perry | $4,100,000 | | Thomas P. Carey | $1,850,000 | | Hope M. Jarkowski | $1,500,000 |

  78. Fiscal Year 2025 Long-Term Equity Incentive Awards Granted

    | (1) In fiscal year 2025, Ms. Ghei received $150,000 in PRSUs and $850,000 in stock options. Upon her appointment to the role of Chief Financial Officer in December 2024, her annual long-term incentive award value increased to $1,700,000, split evenly between PRSUs and stock options. |

  79. Benefits and Perquisites(2)

    | (1) See “Pension Benefits” and “Nonqualified Deferred Compensation” on pages 63 and 65 in this Proxy Statement, respectively, for further information regarding our NEOs’ benefits under our retirement plans. |

  80. Role of the Compensation Committee and Board of Directors

    | | Approval of any changes to their total compensation, including base salary, annual cash incentive, and long-term equity incentive award opportunities |

  81. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee engages FW Cook as its independent compensation consultant to provide compensation market analysis and insight with respect to the compensation of our executive officers and directors. In addition, FW Cook gives the Compensation Committee advice regarding selection of the Peer Group companies (as defined below), market-competitive compensation, executive compensation trends, guidance on industry best practices and pay for performance alignment, drafting of compensation-related disclosures, and governance and regulatory updates. FW Cook also provides ongoing assistance in the design and structure of the variable incentive plans, including the selection of performance metrics and the setting of performance goals. In addition, at the request of the Compensation Committee, during fiscal year 2025, FW Cook conducted a peer group review of the alignment between the Company’s performance and realizable pay over Broadridge’s most recently completed one- and three-fiscal year periods for the NEOs. The analysis indicated Broadridge’s executive compensation program generally maintains a strong pay for performance orientation and does not indicate material weakness in design or performance goals. The performance factors reviewed as part of this analysis were revenue growth, operating income growth, and return on invested capital. The Compensation Committee annually reviews the independence of FW Cook and, in fiscal year 2025, concluded that FW Cook is independent, and their work has not raised any conflicts of interest. FW Cook reports to the Compensation Committee, does not perform any other services for the Company, and has no economic or other ties to the Company or the management team that could compromise their independence or objectivity.

  82. Peer Group Selection and Market Data

    Peer Group Selection and Market Data Broadridge refers to a peer group in establishing executive officer target compensation. The list of companies determined to be Broadridge’s peers for executive officer compensation benchmarking purposes is reviewed annually by the Compensation Committee. Generally, TDC levels are determined by the Compensation Committee taking into account tenure, performance, scope of responsibilities, competitive market pay, and considerations of internal equity. Peer Group data is considered a primary source of information for the determination of both market practices and market compensation levels for the NEOs. As there is limited data on positions other than the CEO and CFO in the Peer Group data, the Compensation Committee also reviews data from two global survey sources related to general industry and technology companies, size-adjusted for Broadridge’s total revenues, or in the case of the role of Mr. Carey, size-adjusted for the total revenues of the business he manages, when it considers the market competitiveness of NEO compensation levels and/or market practices. The survey providers utilized were Willis Towers Watson and Aon Radford. The Compensation Committee does not review the specific companies included in these surveys.

  83. Peer Group Selection and Market Data

    | HOW THE PEER GROUP WAS CHOSEN |

  84. Peer Group Selection and Market Data

    | Comparable businesses operating in similar industries Within a reasonable range of revenue, market capitalization, operating income, total assets, and number of employees compared to Broadridge, with revenue and market capitalization as the primary measures Similar cost structures, business models, and compensation models Similar level of global presence |

  85. Peer Group Selection and Market Data

    | HOW WE USE THE PEER GROUP |

  86. Peer Group Selection and Market Data

    | As a reference point to assess the competitiveness of base salary, incentive targets, and TDC awarded to the NEOs As information on market practices in connection with compensation plan design, share utilization, share ownership guidelines and perquisites To compare Company performance and validate whether executive compensation programs are aligned with Company performance |

  87. Peer Group Selection and Market Data

    | PEER GROUP COMPANIES |

  88. Peer Group Selection and Market Data

    | The Compensation Committee, with the assistance of FW Cook, determined that the following 13 companies are Broadridge’s peers for fiscal year 2025 compensation benchmarking purposes (the “Peer Group”): | | Equifax, Inc. Euronet Worldwide, Inc. FactSet Research Systems Inc. Fidelity National Information Services, Inc. Fiserv, Inc. Gartner, Inc. Global Payments Inc. Intercontinental Exchange, Inc. Jack Henry & Associates, Inc. Paychex, Inc. SS&C Technologies Holdings, Inc. Verisk Analytics, Inc. The Western Union Company |

  89. Peer Group Selection and Market Data

    | (1) Financials shown are based on FW Cook’s June 2024 executive compensation review which was used to inform fiscal 2025 target compensation levels. Dollar amounts shown in billions. |

  90. Peer Group Selection and Market Data

    | 54 | Broadridge 2025 Proxy Statement |

  91. Insider Trading Policy and Prohibition on Hedging and Pledging

    Insider Trading Policy and Prohibition on Hedging and Pledging Our Insider Trading Policy is applicable to all Company executive officers, directors, and employees and clarifies the obligations of Broadridge’s executive officers, directors, and employees with respect to securities law prohibitions against insider trading. The restrictions in the policy apply not only to material non-public information for Company securities but also to material non-public information for any other publicly traded securities, including companies with which Broadridge does business or in which Broadridge invests. The policy also provides that the Company’s executive officers, directors, certain employees or their immediate family members, family trusts or other controlled entities cannot engage in any transaction in Broadridge securities (including purchases, sales, gifts, broker assisted cashless exercises of stock options and the sale of Common Stock acquired pursuant to exercise of stock options, and the adoption, modification or termination of a Rule 10b5-1 trading arrangement) without first obtaining the approval of the Company’s Chief Legal Officer or Corporate Secretary, or in their absence, the Company’s Chief Compliance Officer, during a defined Window Period when they are not in possession of material non-public information about the Company. All employees are required to complete annual training on insider trading and our policy. In addition, the policy prohibits the Company’s executive officers, directors, and employees from engaging in short sales and the purchase of any financial instrument, including prepaid variable forward contracts, equity swaps, put options, collars, and exchange funds, or otherwise engaging in a transaction that is designed to, or may reasonably be expected to have the effect of, hedging or offsetting any decrease in the market value of Broadridge securities, and also prohibits holding Broadridge securities in a margin account or pledging Broadridge securities as collateral for a loan.

  92. Employment Agreements and Offer Letters

    Employment Agreements and Offer Letters Thomas P. Carey. Broadridge has an employment agreement in place with Mr. Carey in accordance with local practice in the UK. This agreement provides for an annual base salary, annual cash incentive on Company and individual performance, equity compensation, and participation in our CIC Plan, Officer Severance Plan, and Company-wide benefit plans. Either party may terminate Mr. Carey’s employment by giving six months written notice, provided that the Company may provide Mr. Carey pay in lieu of notice.

  93. Employment Agreements and Offer Letters

    | 56 | Broadridge 2025 Proxy Statement |

  94. Employment Agreements and Offer Letters

    Other NEOs. Each NEO is an “at-will” employee. The Compensation Committee approves all offers to executive officers joining Broadridge. Each offer includes customary elements of our compensation program (salary, annual cash incentive, and long-term equity incentives), as well as one-time, transition compensation components or such other components required by law. These components were designed to attract the executives to Broadridge to deliver take-home compensation in the first year of employment approximating target compensation for the given role within our peer group and to compensate for value forfeited when leaving prior employment. The Compensation Committee and management focus on developing a compelling compensation package that is consistent with our pay for performance philosophy and rewards for creating shareholder value.

  95. Severance Plans

    Severance Plans Broadridge has a CIC Plan and a separate Officer Severance Plan covering all executive officers, which includes all NEOs. These plans were established to enhance recruitment and retention of executive officers who are key to our long-term success without the necessity of having separate employment agreements. In addition, the CIC Plan protects and enhances shareholder value by encouraging executive officers to evaluate potential transactions with independence and objectivity and ensuring continuity of management prior to and after a transaction. In the event that an executive officer is due benefits or payments under both the Officer Severance Plan and the CIC Plan, the executive officer would be eligible to receive the greater of the benefits and payments and the more favorable terms and conditions determined on an item-by-item basis. See “Potential Payments upon a Termination or Change in Control” beginning on page 66 of this Proxy Statement for further information regarding the CIC Plan and the Officer Severance Plan.

  96. Severance Plans

    | 2025 Proxy Statement Broadridge | 57 |

  97. Severance Plans

    Compensation Committee Report The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based on such reviews and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 2025 Proxy Statement and be incorporated by reference in the 2025 Form 10-K.

  98. Summary Compensation

    | Name | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(6) | All Other Compensation(7) | Total | | Timothy C. Gokey | 2025 | $1,076,667 | — | $6,459,215 | $6,953,485 | $1,552,705 | $1,104,494 | $42,092 | $17,188,658 | | | 2024 | $1,054,167 | — | $4,943,658 | $5,272,225 | $1,749,954 | $1,181,179 | $50,809 | $14,251,992 | | | 2023 | $1,016,667 | — | $3,936,728 | $4,796,017 | $1,497,756 | $936,348 | $51,762 | $12,235,278 | | Ashima Ghei | 2025 | $547,700 | — | $145,549 | $888,793 | $482,434 | — | $43,040 | $2,107,516 | | Christopher J. Perry | 2025 | $759,500 | — | $1,991,214 | $2,143,553 | $1,098,971 | — | $200,113 | $6,193,351 | | | 2024 | $727,986 | — | $1,383,401 | $1,475,405 | $1,172,965 | — | $190,653 | $4,950,410 | | | 2023 | $687,413 | — | $1,090,550 | $1,328,696 | $915,899 | — | $197,149 | $4,219,707 | | Thomas P. Carey | 2025 | $651,091 | — | $898,472 | $967,192 | $801,547 | — | $457,101 | $3,775,403 | | | 2024 | $577,977 | — | $783,927 | $836,051 | $769,809 | — | $519,448 | $3,487,212 | | | 2023 | $550,094 | — | $685,563 | $835,156 | $644,079 | — | $301,836 | $3,016,728 | | Hope M. Jarkowski | 2025 | $580,000 | — | $728,358 | $784,178 | $495,096 | — | $29,986 | $2,617,618 | | | 2024 | $90,362 | $200,000 | $1,556,486 | $827,214 | $84,709 | — | $2,649 | $2,761,420 |

  99. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information with respect to all plan-based awards granted to our NEOs in fiscal year 2025. See the “Outstanding Equity Awards at Fiscal Year-End” table for the outstanding stock option awards and unvested stock awards held by each of the NEOs as of June 30, 2025.

  100. Grants of Plan-Based Awards

    | Name | Grant Date | Committee Award Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Timothy C. Gokey | | | $810,000 | $1,620,000 | $3,240,000 | | | | | | | | | | 01-Oct-2024(4) | 12-Sep-2024 | | | | 15,776 | 31,553 | 47,329 | — | | | $6,459,215 | | | 04-Feb-2025(5) | 28-Jan-2025 | | | | | | | | 110,601 | $240.59 | $6,953,485 | | Ashima Ghei | | | $251,671 | $503,342 | $1,006,684 | | | | | | | | | | 01-Oct-2024(4) | 12-Sep-2024 | | | | 355 | 711 | 1,066 | — | | | $145,549 | | | 04-Feb-2025(5) | 28-Jan-2025 | | | | | | | | 14,137 | $240.59 | $888,793 | | Christopher J. Perry | | | $573,300 | $1,146,600 | $2,293,200 | | | | | | | | | | 01-Oct-2024(4) | 12-Sep-2024 | | | | 4,863 | 9,727 | 14,590 | — | | | $1,991,214 | | | 04-Feb-2025(5) | 28-Jan-2025 | | | | | | | | 34,095 | $240.59 | $2,143,553 | | Thomas P. Carey | | | $409,558 | $819,115 | $1,638,230 | | | | | | | | | | 01-Oct-2024(4) | 12-Sep-2024 | | | | 2,194 | 4,389 | 6,583 | — | | | $898,472 | | | 04-Feb-2025(5) | 28-Jan-2025 | | | | | | | | 15,384 | $240.59 | $967,192 | | Hope M. Jarkowski | | | $261,000 | $522,000 | $1,044,000 | | | | | | | | | | 01-Oct-2024(4) | 12-Sep-2024 | | | | 1,779 | 3,558 | 5,337 | — | | | $728,358 | | | 04-Feb-2025(5) | 28-Jan-2025 | | | | | | | | 12,473 | $240.59 | $784,178 |

  101. Grants of Plan-Based Awards

    | (1) Amounts consist of the threshold, target, and maximum annual cash incentive award levels made pursuant to the Officer Bonus Plan in fiscal year 2025. Amounts in the threshold awards column represent 50% of the target award which corresponds to the minimum performance level required for a payout of the award. Amounts in the maximum awards column represent 200% of the target award which corresponds to the maximum payout of the award. Actual amounts paid to NEOs are reported in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation” table with respect to fiscal year 2025. Ms. Ghei’s annual cash incentive award of $600,000 was prorated approximately 84% because she commenced her role as the Company’s CFO after the beginning of the fiscal year. |

  102. Grants of Plan-Based Awards

    | (2) Amounts consist of the threshold, target, and maximum PRSU awards granted in fiscal year 2025 under the 2018 Omnibus Plan. Amounts in the threshold awards column represent 50% of the target award which corresponds to the minimum performance level required for a payout of the award. Amounts in the maximum awards column represent 150% of the target award which corresponds to the maximum payout of the award. |

  103. Grants of Plan-Based Awards

    | (3) These amounts are valued based on the aggregate grant date fair value of the award determined pursuant to FASB ASC Topic 718 and based on the probable outcome of the performance condition in the case of PRSUs. See Note 16, “Stock-Based Compensation,” to the 2025 Consolidated Financial Statements for a discussion of the relevant assumptions used in calculating these amounts. |

  104. Grants of Plan-Based Awards

    | (4) Represents PRSUs granted under the 2018 Omnibus Plan on October 1, 2024 that will vest and convert to Common Stock on October 1, 2027, provided that pre-set financial performance goals are met over the fiscal years 2025, 2026, and 2027 performance cycle. NEOs can earn from 0% to 150% of their stated PRSU award amount in shares of Common Stock. |

  105. Grants of Plan-Based Awards

    | (5) Represents a stock option award granted under the 2018 Omnibus Plan on February 4, 2025, that will vest ratably over the next four years on the anniversary of the date of grant. |

  106. Grants of Plan-Based Awards

    | 2025 Proxy Statement Broadridge | 61 |

  107. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding unexercised stock options and unvested stock and equity incentive plan awards for each of the NEOs as of June 30, 2025.

  108. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards(1) | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested | | Timothy C. Gokey | 46,561 | 0 | $93.88 | 12-Feb-2028(2) | | | | | | | 99,831 | 0 | $98.31 | 11-Feb-2029(3) | | | | | | | 125,877 | 0 | $117.34 | 04-Feb-2030(4) | | | | | | | 109,117 | 0 | $148.07 | 12-Feb-2031(5) | | | | | | | 82,350 | 27,450 | $144.84 | 14-Feb-2032(6) | | | | | | | 67,683 | 67,683 | $144.67 | 15-Feb-2033(7) | | | | | | | 26,730 | 80,190 | $198.30 | 15-Feb-2034(8) | | | | | | | 0 | 110,601 | $240.59 | 04-Feb-2035(9) | | | | | | | | | | | | | 29,053 | $7,060,751(11) | | | | | | | | | 31,553 | $7,668,326(12) | | Ashima Ghei | 1,338 | 446 | $144.84 | 14-Feb-2032(6) | | | | | | | 975 | 975 | $144.67 | 15-Feb-2033(7) | | | | | | | 349 | 1,047 | $198.30 | 15-Feb-2034(8) | | | | | | | 0 | 14,137 | $240.59 | 04-Feb-2035(9) | | | | | | | | | | | | | 407 | $98,913(11) | | | | | | | | | 711 | $172,794(12) | | | | | | | | | 406 | $98,670(14) | | | | | | | | | 2,509 | $609,762(15) | | Christopher J. Perry | 0 | 7,549 | $144.84 | 14-Feb-2032(6) | | | | | | | 0 | 18,751 | $144.67 | 15-Feb-2033(7) | | | | | | | 7,480 | 22,441 | $198.30 | 15-Feb-2034(8) | | | | | | | 0 | 34,095 | $240.59 | 04-Feb-2035(9) | | | | | | | | | | | | | 8,130 | $1,975,834(11) | | | | | | | | | 9,727 | $2,363,953(12) | | Thomas P. Carey | 4,163 | 0 | $93.88 | 12-Feb-2028(2) | | | | | | | 14,548 | 0 | $148.07 | 12-Feb-2031(5) | | | | | | | 10,551 | 3,517 | $144.84 | 14-Feb-2032(6) | | | | | | | 11,786 | 11,786 | $144.67 | 15-Feb-2033(7) | | | | | | | 4,238 | 12,717 | $198.30 | 15-Feb-2034(8) | | | | | | | 0 | 15,384 | $240.59 | 04-Feb-2035(9) | | | | | | | | | | | | | 4,607 | $1,119,639(11) | | | | | | | | | 4,389 | $1,066,659(12) | | Hope M. Jarkowski | 4,075 | 12,228 | $204.03 | 16-May-2034(10) | | | | | | | 0 | 12,473 | $240.59 | 04-Feb-2035(9) | | | | | | | | | | | | | 3,558 | $864,701(12) | | | | | | | | | 3,916 | $951,705(13) |

  109. Outstanding Equity Awards at Fiscal Year-End

    | (1) Market values are calculated using the closing stock price of Common Stock on the last trading day of fiscal year 2025, which was $243.03 per share. |

  110. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents annual stock options granted on February 12, 2018. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. |

  111. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents annual stock options granted on February 11, 2019. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. |

  112. Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents annual stock options granted on February 4, 2020. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. |

  113. Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents annual stock options granted on February 12, 2021. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. |

  114. Outstanding Equity Awards at Fiscal Year-End

    | 62 | Broadridge 2025 Proxy Statement |

  115. Outstanding Equity Awards at Fiscal Year-End

    | (6) Represents annual stock options granted on February 14, 2022. This grant terminates 10 years from the date of grant, and vests 25% per year over four years, starting on the first anniversary of the date of grant. |

  116. Outstanding Equity Awards at Fiscal Year-End

    | (7) Represents annual stock options granted on February 15, 2023. This grant terminates 10 years from the date of grant, and vests 25% per year over four years, starting on the first anniversary of the date of grant. |

  117. Outstanding Equity Awards at Fiscal Year-End

    | (8) Represents annual stock options granted on February 15, 2024. This grant terminates 10 years from the date of grant, and vests 25% per year over four years, starting on the first anniversary of the date of grant. |

  118. Outstanding Equity Awards at Fiscal Year-End

    | (9) Represents annual stock options granted on February 4, 2025. This grant terminates 10 years from the date of grant, and vests 25% per year over four years, starting on the first anniversary of the date of grant. |

  119. Outstanding Equity Awards at Fiscal Year-End

    | (10) Represents a sign-on stock option award granted to Ms. Jarkowski under the 2018 Omnibus Plan on May 16, 2024. This grant terminates 10 years from the date of grant, and vests 25% per year over four years, starting on the first anniversary of the date of grant. |

  120. Outstanding Equity Awards at Fiscal Year-End

    | (11) Represents PRSUs awarded on October 1, 2023. This PRSU award will vest and convert to shares of Common Stock on October 1, 2026, provided that pre-set financial performance goals are met over the fiscal years 2024-2026 performance cycle. NEOs can earn from 0% to 150% of their stated PRSU award amount in shares. |

  121. Outstanding Equity Awards at Fiscal Year-End

    | (12) Represents PRSUs awarded on October 1, 2024. This PRSU award will vest and convert to shares of Common Stock on October 1, 2027, provided that pre-set financial performance goals are met over the fiscal years 2025-2027 performance cycle. NEOs can earn from 0% to 150% of their stated PRSU award amount in shares. |

  122. Outstanding Equity Awards at Fiscal Year-End

    | (13) Represents sign-on time-based RSUs granted to Ms. Jarkowski under the 2018 Omnibus Plan on May 16, 2024. On April 1, 2026, 2,879 units will vest and the remainder vest on April 1, 2027. |

  123. Outstanding Equity Awards at Fiscal Year-End

    | (14) Represents annual time-based RSUs granted on October 1, 2023 prior to her appointment as Chief Financial Officer. This grant will vest in full on October 1, 2026. |

  124. Outstanding Equity Awards at Fiscal Year-End

    | (15) Represents time-based RSUs granted on June 27, 2024 to Ms. Ghei in connection with her appointment as Chief Financial Officer. This grant will vest in full on June 27, 2026. |

  125. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding the number of stock options that were exercised by NEOs and the number of PRSU and time-based RSU awards that vested during fiscal year 2025, and the value realized from the exercise or vesting of such awards.

  126. Option Exercises and Stock Vested

    | First Name | Option Awards(1) | | Stock Awards(2) | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Timothy C. Gokey | 120,744 | $19,617,741 | 29,381 | $7,190,118 | | Ashima Ghei | 0 | $0 | 1,759 | $430,462 | | Christopher J. Perry | 66,689 | $5,102,558 | 8,139 | $1,991,776 | | Thomas P. Carey | 24,136 | $2,905,915 | 5,116 | $1,151,305 | | Hope M. Jarkowski | 0 | $0 | 3,903 | $955,142 |

  127. Option Exercises and Stock Vested

    | (1) The shares acquired on exercise represent shares of our Common Stock. The value realized upon the exercise of stock options equals the difference between the sale price of Common Stock on the date of exercise and the exercise price of the stock options. |

  128. Option Exercises and Stock Vested

    | (2) RSUs convert to shares of Common Stock upon vesting. The value realized on vesting equals the number of RSUs multiplied by the closing price of Common Stock on the date of vesting. |

  129. Pension Benefits

    Pension Benefits The following table sets forth for each NEO certain information with respect to the SORP, which provides for pension benefits in connection with retirement. Ms. Ghei, Mr. Perry, Mr. Carey, and Ms. Jarkowski are not eligible to participate in this plan.

  130. Pension Benefits

    | Name | Number of Years of Credited Service(1) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | | Timothy C. Gokey | 14 | $8,289,875 | — | | Ashima Ghei | — | — | — | | Christopher J. Perry | — | — | — | | Thomas P. Carey | — | — | — | | Hope M. Jarkowski | — | — | — |

  131. Pension Benefits

    | (1) SORP-credited service is defined as complete calendar years. For actuarial valuation purposes, credited service is attributed through the Statement of Financial Accounting Standards measurement date. |

  132. Pension Benefits

    | (2) Service credit and actuarial values are calculated as of June 30, 2025, the pension plan’s measurement date for the last fiscal year. Actuarial values are based on the Society of Actuaries (“SOA”) PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021. The method of valuation to determine the liabilities presented includes discounting the value of the respective benefits, based on service accrued through the measurement date and payable at age 65, for interest and mortality with mortality not applicable prior to the commencement of benefits. |

  133. Pension Benefits

    | 2025 Proxy Statement Broadridge | 63 |

  134. Pension Benefits

    The SORP is available to executive officers of the Company hired prior to January 1, 2014. Benefits under the SORP are not subject to any maximum benefit limitations under the Code. Although benefits under the SORP are generally payable out of the general assets of the Company, the Company has established a “rabbi trust,” which is intended to provide a source of funds to be contributed by the Company to assist the Company in meeting its liabilities under the SORP. The SORP provides for a lifetime annuity retirement benefit payable annually at age 65 equal to the product of: (a) a participant’s final five-year average cash compensation; (b) a multiplier which equals two percent for every year of credited service up to 20 years, plus an additional one percent for every year of service in excess of 20 years; and (c) the applicable vesting percentage, which for Mr. Gokey is 100%. Compensation used for calculation under the SORP includes base salary and annual cash incentive award (paid or deferred) and is not subject to the limitations under the Code. Equity compensation is not included in the calculation of the SORP benefit. Payments are also available in other forms of actuarial equivalent annuities. Reduced benefits are available after age 60 using an early retirement reduction of five percent for each year the benefit commences earlier than age 65. If a participant with a vested benefit terminates employment with the Company prior to reaching age 60, payment of the benefit is delayed until the participant reaches age 60. Mr. Gokey is currently eligible for early retirement under the SORP. In addition, the SORP provides: (i) a disability retirement benefit, generally calculated in the same manner as the retirement benefit, if a participant incurs a “disability” while employed by the Company; and (ii) if a participant dies, their designated beneficiary is entitled to receive a benefit equal to 100% of the value of the benefit the participant would have been entitled to receive at death, provided the participant is at least 35 years old at the time of death and the applicable vested percentage is greater than zero.

  135. Pension Benefits

    | 64 | Broadridge 2025 Proxy Statement |

  136. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table presents contribution, earnings, and balance information under the ERSP for our NEOs for fiscal year 2025.

  137. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Fiscal Year 2025 ($)(1) | Registrant Contributions in Fiscal Year 2025 ($)(2) | Aggregate Earnings in Fiscal Year 2025 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at June 30, 2025 ($)(3) | | Timothy C. Gokey | — | — | — | — | — | | Ashima Ghei | — | $26,339 | $4,467 | — | $34,514 | | Christopher J. Perry | $695,473 | $162,460 | $267,393 | $(613,665) | $3,901,852 | | Thomas P. Carey | — | — | — | — | — | | Hope M. Jarkowski | $17,400 | $1,450 | $1,286 | — | $20,136 |

  138. Nonqualified Deferred Compensation

    | (1) Represents the deferral of fiscal year 2025 salary and non-equity incentive compensation which is reported in the “Summary Compensation” table for fiscal year 2025. |

  139. Nonqualified Deferred Compensation

    | (2) Represents Company contributions to the ERSP reported in the “All Other Compensation” column of the “Summary Compensation” table for fiscal year 2025. |

  140. Nonqualified Deferred Compensation

    | (3) This total reflects the cumulative value of each participant’s deferrals, including the fiscal year 2025 non-equity incentive compensation deferrals of $384,640 for Mr. Perry and $29,706 for Ms. Jarkowski, as well as Company contributions and individual investment experience. The total includes executive and Company contributions of $4,258,257 for Mr. Perry that were previously reported in the “Summary Compensation” table as compensation for previous years. |

  141. Nonqualified Deferred Compensation

    The ERSP is a defined contribution restoration plan that mirrors the Company’s qualified 401(k) Plan. The purpose of the ERSP is to provide specified deferred compensation benefits to a select group of U.S.-based management or highly compensated employees. The ERSP allows for voluntary participant deferrals of base salary and/or bonus (as defined in the ERSP) and employer contributions above the Code’s qualified defined contribution compensation and deferral limitations. Participants in the SORP are eligible to defer their cash compensation under the ERSP but are not eligible for additional benefits such as Company contributions under the ERSP. Company contributions vest 50% after two years of service and 100% after three years of service. Participants may designate one or more investments from among 23 externally managed mutual funds selected by the plan administrator and available for investment in participants’ accounts under the ERSP to serve as a notional basis for calculating earnings accruals on employee and Company contributions to the ERSP. The Company provides two types of contributions for eligible employees, as described below. In addition, the Company provides an additional Company contribution to certain executives who are not participants in the SORP (Ms. Ghei, Mr. Perry, and Ms. Jarkowski in fiscal year 2025). Eligible employees generally must be employed on December 31st to receive the employer contributions for that plan year.

  142. Nonqualified Deferred Compensation

    | | Restoration basic contribution: The Company provides a restoration basic contribution which varies from 1% to 6.25% of eligible salary and cash incentive compensation above the Code’s compensation limit based on the number of years of the eligible employee’s service. Eligible employees are not required to contribute to the ERSP in order to receive the restoration basic contribution. |

  143. Nonqualified Deferred Compensation

    | | Restoration matching contribution: Participants who contribute the maximum contribution to the 401(k) Plan are eligible to receive a restoration matching contribution equal to $0.70 or $0.80 for every dollar deferred under the ERSP, up to 6% of eligible pay above the Code’s compensation limit based on the number of months of participation under the 401(k) Plan. |

  144. Nonqualified Deferred Compensation

    | | Additional Company contribution: Certain executives who are not participants in the SORP are eligible to receive an additional Company contribution of 3% of their base salary and cash incentive amounts. |

  145. Nonqualified Deferred Compensation

    Participants may elect to enroll in the ERSP each calendar year but once their deferral elections are made they are irrevocable for the covered year. Participants elect to receive distributions (either as a lump sum or in annual installments) of their deferrals plus any subsequent interest or investment gains upon their retirement, or on a fixed future date at least three years in the future. Certain participants will be subject to a six-month delay prior to their receipt of these distributions. ERSP participants who terminate employment with the Company prior to their elected fixed distribution date receive a lump sum distribution of all deferred amounts by six months after the termination date.

  146. Nonqualified Deferred Compensation

    | 2025 Proxy Statement Broadridge | 65 |

  147. Potential Payments upon a Termination or Change in Control

    Potential Payments upon a Termination or Change in Control The Company does not have any employment agreements with its NEOs that require severance payments upon termination of their employment. The Company maintains the CIC Plan and Officer Severance Plan under which the NEOs may be eligible for severance payments upon termination of their employment. The following tables and footnotes quantify the treatment of compensation and value of benefits that each NEO would receive under the Company’s compensation program upon various scenarios for termination of employment. The tables include the amounts that the NEO would receive as of June 30, 2025 under the SORP and the Executive Retiree Health Insurance Plan upon retirement, which amounts would be payable on termination of employment. Compensation amounts deferred under the ERSP have been earned and therefore are retained by the NEO upon termination. Amounts deferred under the ERSP are not included in the following tables because they are reported in the “Nonqualified Deferred Compensation” table on page 65 of this Proxy Statement.

  148. Potential Payments upon Involuntary Termination without Cause

    Potential Payments upon Involuntary Termination without Cause The following table sets forth the payments which each of our NEOs would have received assuming that the employment of each NEO was terminated by the Company on June 30, 2025 without “cause.”

  149. Potential Payments upon Involuntary Termination without Cause

    | Name / Form of Compensation | Involuntary Term without Cause | | Timothy C. Gokey | | | Cash(1) | $3,712,705 | | Vesting of Equity Awards(2) | $20,404,864 | | SORP(3) | $8,482,578 | | Health Coverage(4) | $281,000 | | Total | $32,881,147 | | Ashima Ghei | | | Cash(1) | $1,382,434 | | Vesting of Equity Awards(2) | $627,020 | | SORP | — | | Health Coverage | — | | Total | $2,009,454 | | Christopher J. Perry | | | Cash(1) | $2,245,571 | | Vesting of Equity Awards(2) | $5,756,890 | | SORP | — | | Health Coverage | $177,000 | | Total | $8,179,461 | | Thomas P. Carey | | | Cash(1) | $1,784,485 | | Vesting of Equity Awards(2) | $2,225,862 | | SORP | — | | Health Coverage | — | | Total | $4,010,347 | | Hope M. Jarkowski | | | Cash(1) | $1,365,096 | | Vesting of Equity Awards(2) | $981,208 | | SORP | — | | Health Coverage | — | | Total | $2,346,304 |

  150. Potential Payments upon Involuntary Termination without Cause

    | (1) Represents base salary continuation for 24 months for Mr. Gokey or 18 months for other NEOs and annual cash incentive award based on actual financial achievement for fiscal year 2025. Mr. Carey is paid in GBP. Amounts were converted to USD based on the exchange rate of 1 GBP = 1.37172 USD as of June 30, 2025 for purposes of this disclosure. |

  151. Potential Payments upon Involuntary Termination without Cause

    | (2) For Ms. Ghei, Mr. Carey, and Ms. Jarkowski represents the aggregate value of all unvested stock options and RSUs eligible to vest upon termination under the Officer Severance Plan as detailed above or as set forth in applicable award agreements and based on the closing price of our Common Stock on the last trading day of fiscal year 2025, which was $243.03 per share. For PRSUs, assumes performance at target. For Mr. Gokey and Mr. Perry, if they were to be involuntarily terminated, based on age, they would qualify for “retirement” treatment of their outstanding equity awards, which would continue to vest for a period of time on the original vesting dates. For this purpose, “retirement” is defined as termination of employment for any reason other than “cause” for employees age 65 and over, and involuntary termination of employment without “cause” for employees age 60 and over. |

  152. Potential Payments upon Involuntary Termination without Cause

    | 68 | Broadridge 2025 Proxy Statement |

  153. Potential Payments upon Involuntary Termination without Cause

    | (3) Mr. Gokey is 100% vested and would commence receiving annual benefits at termination which would be reduced by an early retirement factor for commencement prior to age 65. Service credit and actuarial values are calculated as of June 30, 2025 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021, and a 5.68% discount rate. |

  154. Potential Payments upon Involuntary Termination without Cause

    | (4) Based on age and service, Mr. Gokey and Mr. Perry are eligible for executive retiree medical benefits under the Executive Retiree Health Insurance Plan upon termination of employment with the Company until they and their spouses reach age 65. Actuarial values are calculated as of June 30, 2025 (measurement date for the last fiscal year) and are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021, and a 5.13% discount rate. |

  155. Potential Payments upon Involuntary Termination without Cause

    | 2025 Proxy Statement Broadridge | 69 |

  156. Payments upon Other Termination of Employment Scenarios

    Payments upon Other Termination of Employment Scenarios The following table sets forth the payments which each of our NEOs would have received under various other termination scenarios under arrangements in effect on June 30, 2025. Capitalized terms used herein are defined as set forth in the applicable plan documents. All equity grants are governed by equity agreements, which provide for accelerated or continued vesting of outstanding awards for other termination of employment scenarios. In the case of Death or Permanent Disability, all unvested stock options and time-based RSUs vest in full and unvested PRSUs vest at target if termination occurs prior to the end of the performance period and based on actual performance if termination occurs after the end of the performance period and prior to the vesting date. In the case of a Voluntary Termination or Involuntary Termination with Cause, all unvested equity is forfeited. In the case of Retirement, outstanding awards would continue to vest for a period of time on the original vesting dates. For this purpose, “retirement” is defined as termination of employment for any reason other than “cause” for employees age 65 and over, and involuntary termination of employment without “cause” for employees age 60 and over. Time-based RSUs will vest on a prorated basis on the original vesting date. Stock options continue to vest and are exercisable for a period of 36 months following a retirement. In the case of PRSUs, if retirement occurs prior to the end of the performance period, the award will vest on the original vesting date based on actual performance pro-rated for the period worked during the performance period, and if retirement occurs after the end of the performance period, the award will vest in full on the original vesting date based on actual performance during the performance period.

  157. Payments upon Other Termination of Employment Scenarios

    | Name / Form of Compensation | Death | Disability | Voluntary Term or Involuntary Term w/ Cause | Retirement | | Timothy C. Gokey | | | | | | Cash | — | — | — | — | | Vesting of Equity Awards(1)(2) | $27,938,457 | $27,938,457 | — | $20,404,864 | | SORP(3) | $8,482,578 | $8,929,029 | $8,482,578 | $8,482,578 | | Health Coverage(4) | — | $281,000 | $281,000 | $281,000 | | Total | $36,421,035 | $37,148,486 | $8,763,578 | $29,168,442 | | Ashima Ghei | | | | | | Cash | — | — | — | — | | Vesting of Equity Awards(1) | $1,201,160 | $1,201,160 | — | — | | SORP | — | — | — | — | | Health Coverage | — | — | — | — | | Total | $1,201,160 | $1,201,160 | — | — | | Christopher J. Perry | | | | | | Cash | — | — | — | — | | Vesting of Equity Awards(1)(2) | $8,012,349 | $8,012,349 | — | $5,756,890 | | SORP | — | — | — | — | | Health Coverage | — | $177,000 | $177,000 | $177,000 | | Total | $8,012,349 | $8,189,349 | $177,000 | $5,933,890 | | Thomas P. Carey | | | | | | Cash | — | — | — | — | | Vesting of Equity Awards(1) | $4,297,271 | $4,297,271 | — | — | | SORP | — | — | — | — | | Health Coverage | — | — | — | — | | Total | $4,297,271 | $4,297,271 | — | — | | Hope M. Jarkowski | | | | | | Cash | — | — | — | — | | Vesting of Equity Awards(1) | $2,323,732 | $2,323,732 | — | — | | SORP | — | — | — | — | | Health Coverage | — | — | — | — | | Total | $2,323,732 | $2,323,732 | — | — |

  158. Payments upon Other Termination of Employment Scenarios

    | (1) Represents the aggregate value of all unvested stock options and RSUs with accelerated vesting upon termination as detailed above based on the closing price of our Common Stock on the last trading day of fiscal year 2025, which was $243.03 per share. |

  159. Payments upon Other Termination of Employment Scenarios

    | 70 | Broadridge 2025 Proxy Statement |

  160. Payments upon Other Termination of Employment Scenarios

    | (2) For a termination due to Retirement, Mr. Gokey and Mr. Perry would not qualify for retirement treatment of their awards if they were to voluntarily terminate employment or if the Company terminated their employment with “cause,” but they would qualify for retirement treatment on their awards if the Company involuntarily terminated their employment without “cause.” |

  161. Payments upon Other Termination of Employment Scenarios

    | (3) Mr. Gokey is 100% vested and would commence receiving annual benefits at termination which would be reduced by an early retirement factor for commencement prior to age 65. Service credit and actuarial values are calculated as of June 30, 2025 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021, and a 5.68% discount rate. |

  162. Payments upon Other Termination of Employment Scenarios

    | (4) Based on age and service, Mr. Gokey and Mr. Perry are eligible for executive retiree medical benefits under the Executive Retiree Health Insurance Plan upon termination of employment with the Company until they and their spouses reach age 65. Actuarial values are calculated as of June 30, 2025 (measurement date for the last fiscal year) and are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021, and a 5.13% discount rate. |

  163. Payments upon Other Termination of Employment Scenarios

    | 2025 Proxy Statement Broadridge | 71 |

  164. Payments upon Other Termination of Employment Scenarios

    CEO Pay Ratio In accordance with SEC rules, we are providing the following information about the relationship between the annual total compensation of our median compensated employee and the annual total compensation of our CEO. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

  165. Payments upon Other Termination of Employment Scenarios

    | | The fiscal year 2025 annual total compensation of Mr. Gokey was $17,212,066, which was determined by adding the Company’s cost of benefits for Mr. Gokey to the “Total” compensation shown for our CEO in the “Summary Compensation” table on page 59 of this Proxy Statement. |

  166. Payments upon Other Termination of Employment Scenarios

    | | The fiscal year 2025 annual total compensation of our median compensated employee was $79,503 including the Company’s cost of benefits for the median employee. |

  167. Payments upon Other Termination of Employment Scenarios

    | | Accordingly, the ratio of Mr. Gokey’s annual total compensation to the annual total compensation of our median compensated employee for fiscal year 2025 was approximately 216 to 1. |

  168. Payments upon Other Termination of Employment Scenarios

    The pay ratio was calculated in a manner consistent with Item 402(u) of Regulation S-K and is based upon our reasonable judgment and assumptions.

  169. Calculating the CEO Pay Ratio

    Calculating the CEO Pay Ratio To calculate the 2025 CEO pay ratio, we used the same median compensated employee that we used for purposes of calculating the CEO pay ratio for 2023 and 2024, as there have been no changes to our employee population or employee compensation arrangements that we believe would significantly impact the CEO pay ratio. However, the median employee we identified in 2023 was on a leave of absence from the Company for a significant portion of fiscal year 2025. As permitted under SEC rules, we selected a new employee whose compensation was substantially similar to the original median employee based on the same compensation measures used to select the original median employee.

  170. Calculating the Pay Ratio

    Calculating the Pay Ratio After identifying the median compensated employee, we calculated the annual total compensation for this employee and Mr. Gokey in the same manner as the “Total” compensation shown for our CEO in the “Summary Compensation” table on page 59 of this Proxy Statement and included the Company’s cost of benefits for each one because both participated in the benefit plans in fiscal year 2025.

  171. Calculating the Pay Ratio

    | 2025 Proxy Statement Broadridge | 73 |

  172. Calculating the Pay Ratio

    Pay Versus Performance

  173. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning: (1) the compensation of our Principal Executive Officer or CEO and the average compensation for our other NEOs, both as reported in the “Summary Compensation” table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended June 30, 2021, 2022, 2023, 2024, and 2025, and (2) our cumulative total shareholder return (“TSR”), the cumulative TSR of our selected peer group (“Compensation Peer Group TSR”), our Net Income and our Adjusted EPS (our Company Selected Measure), over such years in accordance with SEC rules.

  174. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(1)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(1) | Average Compensation Actually Paid to Non-CEO NEOs ($)(1)(2) | Total Shareholder Return ($) | Compensation Peer Group Total Shareholder Return ($)(3) | GAAP Net Income (millions) | Adjusted EPS ($)(4) | | 2025 | $17,188,658 | $30,364,453 | $3,673,472 | $5,456,968 | $209.37 | $141.56 | $839.5 | $8.55 | | 2024 | $14,251,992 | $21,967,487 | $3,840,974 | $5,132,750 | $167.11 | $122.99 | $698.1 | $7.73 | | 2023 | $12,235,278 | $18,075,686 | $3,689,303 | $4,817,733 | $138.21 | $105.80 | $630.6 | $7.01 | | 2022 | $10,068,228 | $9,168,948 | $4,236,261 | $3,909,638 | $116.67 | $96.28 | $539.1 | $6.46 | | 2021 | $10,253,156 | $18,536,369 | $2,790,722 | $2,807,784 | $130.03 | $118.36 | $547.5 | $5.66 |

  175. Pay Versus Performance Table

    | (1) The following individuals are our other NEOs for each fiscal year: |

  176. Pay Versus Performance Table

    | Year | CEO | Non-CEO NEOs | | 2025 | Timothy C. Gokey | Ashima Ghei, Christopher J. Perry, Thomas P. Carey, and Hope M. Jarkowski | | 2024 | Timothy C. Gokey | Edmund J. Reese, Christopher J. Perry, Thomas P. Carey, and Hope M. Jarkowski | | 2023 | Timothy C. Gokey | Edmund J. Reese, Christopher J. Perry, Robert Schifellite, and Thomas P. Carey | | 2022 | Timothy C. Gokey | Edmund J. Reese, Christopher J. Perry, Robert Schifellite, and Keir D. Gumbs | | 2021 | Timothy C. Gokey | Edmund J. Reese, Christopher J. Perry, Robert Schifellite, Adam D. Amsterdam, Matthew J. Connor, and James M. Young |

  177. Pay Versus Performance Table

    | (2) Compensation actually paid to our NEOs represents the compensation reported in the “Total” column in the “Summary Compensation” table for the applicable fiscal year, adjusted as follows: |

  178. Pay Versus Performance Table

    | | 2025 | | | Adjustments | CEO | Average Non- CEO NEOs | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the “Summary Compensation” table for applicable fiscal year | $(13,412,700) | $(2,136,827) | | Deduction for change in the actuarial present values reported under the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the “Summary Compensation” table for applicable fiscal year | $(1,104,494) | $0 | | Increase for service cost and, if applicable, prior service cost for pension plans | $409,952 | $0 | | Increase for awards that remain outstanding and unvested as of applicable fiscal year end that were granted during the applicable fiscal year, determined as of applicable fiscal year end and based on ASC 718 Fair Value | $14,365,584 | $2,257,786 | | Increase for awards granted during applicable fiscal year that vested during applicable fiscal year, determined as of vesting date and based on ASC 718 Fair Value | $0 | $0 | | Increase/deduction for outstanding and unvested awards as of applicable fiscal year that were granted during prior fiscal years, determined based on change in ASC 718 Fair Value from prior fiscal year to applicable fiscal year | $7,499,499 | $997,394 | | Increase/deduction for awards granted during prior fiscal years that vested during applicable fiscal year, determined based on change in ASC 718 Fair Value from prior fiscal year to vesting date | $5,417,954 | $665,143 | | Deduction for awards granted during prior fiscal years that were forfeited during applicable fiscal year, determined as of prior fiscal year end based on ASC 718 Fair Value | $0 | $0 | | Increase based on dividends or other earnings paid on awards during applicable fiscal year prior to vesting date | $0 | $0 | | TOTAL ADJUSTMENTS | $13,175,795 | $1,783,496 |

  179. Pay Versus Performance Table

    | (3) TSR is cumulative for the measurement periods beginning on June 30, 2020 and ending on June 30 of each of 2021, 2022, 2023, 2024, and 2025, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group includes: Equifax Inc., Euronet Worldwide, Inc., FactSet Research Systems Inc., Fidelity National Information Services, Inc., Fiserv, Inc., Gartner, Inc., Global Payments Inc., Intercontinental Exchange, Inc., Jack Henry & Associates, Inc., Paychex, Inc., SS&C Technologies Holdings, Inc., Verisk Analytics, Inc., and The Western Union Company. In fiscal year 2025, the Company removed Bread Financial Holdings, Inc. (formerly Alliance Data Systems Corporation) primarily due to its shift in business focus, to help inform 2025 compensation decisions. See “Peer Group Selection and Market Data” on page 54 of this Proxy Statement for more details. |

  180. Pay Versus Performance Table

    | (4) Adjusted EPS is a non-GAAP financial measure. For more information on the Company’s use of this metric, see “Non-GAAP Financial Measures” beginning on page 89 of this Proxy Statement. |

  181. Pay Versus Performance Table

    | 74 | Broadridge 2025 Proxy Statement |

  182. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  183. Relationship between Financial Performance Measures and Compensation Actually Paid

    Relationship between Financial Performance Measures and Compensation Actually Paid Each of the graphs below compare the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR and the Compensation Peer Group TSR, (ii) our Net Income, and (iii) our Adjusted EPS, in each case, for the fiscal years ended June 30, 2021, 2022, 2023, 2024, and 2025. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.

  184. Relationship between Financial Performance Measures and Compensation Actually Paid

    | 2025 Proxy Statement Broadridge | 75 |

  185. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs to performance for the fiscal year ended June 30, 2025:

  186. Pay Versus Performance Tabular List

    | | Adjusted EPS |

  187. Pay Versus Performance Tabular List

    | | Adjusted EBT |

  188. Pay Versus Performance Tabular List

    | | Closed Sales |

  189. Pay Versus Performance Tabular List

    | 76 | Broadridge 2025 Proxy Statement |

  190. Pay Versus Performance Tabular List

    Equity Compensation Plan Information The following table sets forth certain information related to the Company’s equity compensation plans as of June 30, 2025.

  191. Pay Versus Performance Tabular List

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) | | Equity compensation plans approved by security holders(1) | 1,917,328(2) | $157.97 | 5,612,285(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 1,917,328 | $157.97 | 5,612,285 |

  192. Pay Versus Performance Tabular List

    | (1) The 2018 Omnibus Plan. |

  193. Pay Versus Performance Tabular List

    | (2) This amount consists of stock options which have an average remaining term as of June 30, 2025 of 6.58 years. This amount does not include outstanding unvested awards of: (i) 590,603 time-based RSUs; and (ii) 179,113 PRSUs. |

  194. Pay Versus Performance Tabular List

    | (3) These shares can be issued as stock options, stock appreciation rights, restricted stock, RSUs and performance share or stock bonus awards under the 2018 Omnibus Plan. |

  195. Pay Versus Performance Tabular List

    | 2025 Proxy Statement Broadridge | 77 |

  196. Pay Versus Performance Tabular List

    | PROPOSAL 3 | | Ratification of Appointment of Independent Registered Public Accountants |

  197. Pay Versus Performance Tabular List

    | The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the work of the Company’s independent registered public accountants. The Audit Committee has appointed Deloitte & Touche LLP as the independent registered public accountants for the Company and its subsidiaries for the fiscal year ending June 30, 2026. | | In determining whether to reappoint Deloitte & Touche LLP as the independent registered public accountants for the fiscal year ending June 30, 2026, the Audit Committee considered several factors including: | | The performance of Deloitte & Touche LLP as the Company’s independent auditors since its retention when Broadridge became an independent public company in 2007, including the extent and quality of Deloitte & Touche LLP’s communications with the Audit Committee, and feedback from management regarding Deloitte & Touche LLP’s overall performance; Deloitte & Touche LLP’s independence with respect to the services to be performed; Deloitte & Touche LLP’s general reputation for adherence to professional auditing standards; Deloitte & Touche LLP’s knowledge and expertise in handling the complexity of Broadridge’s global operations within its industry; and Deloitte & Touche LLP’s tenure as the independent registered public accountants for the Company and its subsidiaries which has contributed to higher audit quality due to the auditor’s deep understanding of Broadridge’s business, accounting policies and practices, and internal control over financial reporting. | | The Audit Committee also confirms compliance with the partner rotation rules applicable to independent registered public accountants. |

  198. Pay Versus Performance Tabular List

    | | The Board recommends a vote FOR the proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accountants to audit the Company’s consolidated financial statements for the fiscal year ending June 30, 2026 |

  199. Pay Versus Performance Tabular List

    | 78 | Broadridge 2025 Proxy Statement |

  200. Pay Versus Performance Tabular List

    Proposal 3 - Ratification of Appointment of Independent Registered Public Accountants Fees for Services Provided by Independent Registered Public Accountants Set forth below are the fees paid by the Company to its independent registered public accountants, Deloitte & Touche LLP, for the fiscal periods indicated. The Audit Committee believes that these expenditures are compatible with maintaining the independence of the Company’s registered public accountants. The Audit Committee pre-approved all such audit and non-audit services performed by our independent registered public accountants during the fiscal years ended June 30, 2025 and 2024.

  201. Pay Versus Performance Tabular List

    | | Fiscal Years Ended June 30, | | | Type of Fees ($ in thousands) | 2025 | 2024 | | Audit Fees(1) | $5,862 | $5,477 | | Audit-Related Fees(2) | $7,924 | $6,525 | | Tax Fees(3) | $183 | $97 | | All Other Fees(4) | — | — | | Total Fees | $13,969 | $12,100 |

  202. Pay Versus Performance Tabular List

    | (1) Audit Fees include professional services and expenses with respect to the audits of the consolidated financial statements for fiscal years 2025 and 2024 as well as the audit of the Company’s internal control over financial reporting, the reviews of financial statements included in its quarterly reports on Form 10-Q, and services in connection with statutory and regulatory filings (including those statutory audits performed on the Company’s operations located outside of the U.S.). |

  203. Pay Versus Performance Tabular List

    | (2) Audit-Related Fees include professional services performed by the Company for its clients’ benefit on the design and/or effectiveness of the Company’s internal controls relative to the services the Company performs for its clients, and reviews of compliance with performance criteria established by the Company for the services the Company performs for its clients. |

  204. Pay Versus Performance Tabular List

    | (3) Tax Fees include fees for general tax services such as consulting on various tax projects or tax audits, preparing certain tax analyses and information reports included in various income tax return filings, as well as for assistance in the preparation and filing of certain transfer pricing reports as required under U.S. tax law and applicable tax jurisdictions outside the U.S. addressing related party cross-border transactions. |

  205. Pay Versus Performance Tabular List

    | (4) All Other Fees include any fees not included in the Audit, Audit-Related, or Tax Fees categories. |

  206. Pay Versus Performance Tabular List

    The Audit Committee believes that the continued retention of Deloitte & Touche LLP as our independent registered public accountants is in the best interest of the Company and our stockholders, and we are asking our stockholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2026. Stockholder ratification is not required by the By-laws or otherwise, but as a matter of good corporate governance practice, the Board has decided to ascertain the position of our stockholders on the appointment at the Annual Meeting. If our stockholders fail to ratify the selection, the Audit Committee may reconsider whether to retain Deloitte & Touche LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accountants at any time during the year if it determines that such a change would be in the best interest of the Company and our stockholders. Representatives of Deloitte & Touche LLP are expected to attend the 2025 Annual Meeting, with an opportunity to make a statement should they choose to do so, and to be available to respond to questions. Policy on Pre-Approval of Audit and Permitted Non-Audit Services Consistent with requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”) regarding auditor independence, the Audit Committee is responsible for the appointment, compensation, retention, and oversight of the work of the Company’s independent registered public accounting firm. As part of this responsibility, the Audit Committee is required to pre-approve all audit and permitted non-audit services performed by the Company’s independent registered public accounting firm in order to assure that the firm’s independence from the Company is not compromised. Under the Company’s policy, management submits for Audit Committee approval, on an annual basis, a list of services expected to be rendered during the upcoming year within each of the following categories of services: audit services, audit-related services, tax services, and all other services. This includes a review of specific services to be performed, fees expected to be incurred within each category of service, and the potential impact of such services on the firm’s independence. During the year, it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires separate pre-approval before engaging the independent registered public accounting firm. To facilitate the process, the Audit Committee may also delegate pre-approval authority to one or more of its members. As such, the Audit Committee has delegated pre-approval authority to the Audit Committee Chair, who must report all pre-approval decisions to the full Audit Committee.

  207. Pay Versus Performance Tabular List

    | 2025 Proxy Statement Broadridge | 79 |

  208. Pay Versus Performance Tabular List

    Proposal 3 - Ratification of Appointment of Independent Registered Public Accountants Audit Committee Report

  209. Pay Versus Performance Tabular List

    | The Audit Committee reports as follows: | | The Company’s management has the primary responsibility for the Company’s financial statements and the reporting process, including disclosure controls and the system of internal control over financial reporting. The Audit Committee, in its oversight role has: | | Reviewed and discussed the annual audited financial statements as of and for the fiscal year ended June 30, 2025 with management; Discussed with the Company’s internal auditors and independent registered public accountants the overall scope of, and plans for, their respective audits and has met with the internal auditors and independent registered public accountants, separately and together, with and without management present, to discuss the Company’s financial reporting process and internal accounting controls in addition to other matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the PCAOB, as may be modified or supplemented; Received from the independent registered public accountants written disclosures and the letter regarding the independent registered public accountant’s communications with the Audit Committee concerning independence, as required by the PCAOB, and has discussed with the independent registered accountants their independence from the Company and its management; An established charter outlining the practices it follows. The Audit Committee’s charter is available on the Company’s Investor Relations website at broadridge-ir.com under the heading “Governance”; and Procedures that require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, the Company’s independent registered public accountants. The Audit Committee approves the proposed services, including the nature, type, and scope of service contemplated, and the related fees, to be rendered by the firm during the year. In addition, engagements may arise during the course of the year that are outside the scope of the initial services and fees approved by the Audit Committee. Any such additional engagements are approved by the Audit Committee or by the Audit Committee Chair pursuant to authority delegated by the Audit Committee. For each category of proposed service, the independent registered public accountants are required to confirm that the provision of such services does not impair their independence. Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided as noted in the table on page 79 of this Proxy Statement were authorized and approved by the Audit Committee in compliance with the pre-approval procedures described herein. | | Based on the Audit Committee’s review and discussions with management and the Company’s independent registered public accountants as described in this report, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements as of and for the fiscal year ended June 30, 2025, be included in the 2025 Form 10-K. | | Audit Committee of the Board of Directors | | Pamela L. Carter, Chair Robert N. Duelks Melvin L. Flowers Brett A. Keller Maura A. Markus Annette L. Nazareth Amit K. Zavery |

  210. Pay Versus Performance Tabular List

    | 80 | Broadridge 2025 Proxy Statement |

  211. Pay Versus Performance Tabular List

    Submission of Stockholder Proposals and Director Nominations