Broadridge 2019 Proxy Statement 61| | Compensation Adjusted EPS Growth is defined as the increase in the diluted EPS from continuing operations as reported in the Company’s financial statements for the 2021 fiscal year, as adjusted to exclude Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, and as further adjusted by the Compensation Committee pursuant to the 2018 Omnibus Plan to exclude the impact of the amount of all items of gain, loss, charge or expense relating to items specified by the Compensation Committee. In scoring the achievement of the fiscal year 2021 officer bonus, the Compensation Committee applied its pre-set adjustments to exclude the impact of: | |
| | • Asset write-downs | |
| | • Reorganization and restructuring programs to the extent they result in aggregate net charge in excess
TABLE OF CONTENTS
of $6 million| | | | • Acquisitions or divestitures closed during the fiscal year and not included in the operating plan | | | | • Foreign currency exchange gains and losses to the extent they vary from the Company’s operating
plan to the extent such gain or loss exceeds $2 million | | | | • Expenses related to mitigating the impact of the Covid-19 pandemic on our operations and/or
associates such as non-recurring non-executive bonuses, safety and medical expenditures and
facilities costs | | | | In addition, the Compensation Committee retains discretion to make additional adjustments having the effect of reducing the amount of any bonus, taking into account such other factors as it deems appropriate. In fiscal year 2021, the Compensation Committee applied negative discretion to exclude the gain related to a minority investment to reduce the amount of the bonus payments. | | | | Closed Sales is the total recurring fee revenue closed sales in the fiscal year. Closed sales represent an estimate of the expected annual recurring annual fee revenues for new client contracts that were signed by Broadridge in the current reporting period. Closed sales doesdo not include event-driven or distribution activity. A sale is considered closed when the Company has received the signed client contract. The amount of the Closed sale is an estimate of annual revenues based on client volumes or activity. The inherent variability of transaction volumes and activity levels can result in some variability of amounts reported as actual achieved Closed Sales.sales. Consequently, an adjustment is made (either positive or negative) to the total recurring fee revenue closed sales amount that reflects changes to the actual products and services delivered to clients using trailing five years actual data as the starting point, normalized for outlying factors, if any, to enhance the accuracy of the allowance. | | 74 | Broadridge 2021 Proxy Statement | | Compensation Adjusted Fee-Based Revenuesare the Company’s total annual revenues, less distribution revenues that consist primarily of postage-related fees. In calculating achievement of this goal, pre-set adjustments were applied to exclude the impact of:
| |
TABLE OF CONTENTS | | •Executive Compensation
| Foreign currency exchange gains and losses to the extent they vary from the Company’s operating plan
| | | | •
| Acquisitions or divestitures closed during the fiscal year and not included in the operating plan
| | Compensation Adjusted EPS is defined as the Company’s GAAP EPS, as adjusted to exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, as further adjusted to exclude the impact of the items specified by the Compensation Committee. In scoring the achievement of fiscal years 2018 and 2019 performance-based RSUs, the Compensation Committee applied its pre-set adjustments to exclude the impact of:
| | •
| The effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results
| | •
| Litigation or claim judgments or settlements (for purposes of calculating fiscal year 2019 Compensation Adjusted EPS)
| | •
| Any variance in the actual impact of the excess tax benefits arising from stock-based compensation on EPS in a fiscal year from the planned impact of $0.21 and $0.17 per share in fiscal year 2018 and fiscal year 2019, respectively
| | •
| Reorganization and restructuring programs to the extent such programs resulted in aggregate net expenses in excess of $6 million
| | •
| Acquisitions that closed during the fiscal years that were not included in the Company’s operating plan
| | •
| Foreign currency exchange gains or losses to the extent they vary from the Company’s operating plan by more than $2 million
|
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 20192021 Proxy Statement and be incorporated by reference in the 20192021 Form 10-K. Compensation Committee of the Board of Directors
Alan J. Weber, Chair
Robert N. Duelks
Maura A. Markus
| | | Compensation Committee of the Board of Directors* | | | | Alan J. Weber, Chair
Brett A. Keller
Maura A. Markus |
*
| Annette L. Nazareth joined the Compensation Committee in August 2021, therefore she did not attend any meetings during fiscal year 2021. |
62 Broadridge 2019 Proxy Statement
Broadridge 2021 Proxy Statement | 75 | | |
TABLE OF CONTENTS Executive Compensation
| | Executive Compensation | | | | |
Summary CompensationName and
Principal Position | Year | Salary | Stock
Awards(1) | Option
Awards(2) | Non-Equity
Incentive Plan
Compensation(3) | Change in
Pension Value(4) | All Other
Compensation(5) | Total | Timothy C. Gokey | | 2019 | | $ | 776,250 | | $ | 1,937,706 | | $ | 2,208,262 | | $ | 1,434,109 | | $ | 879,184 | | $ | 50,483 | | $ | 7,285,994 | | President and CEO | | 2018 |
| $ | 633,450 |
| $ | 993,392 |
| $ | 1,031,792 |
| $ | 1,050,886 |
| $ | 411,543 |
| $ | 49,844 |
| $ | 4,170,907 | | | | 2017 | | $ | 615,000 | | $ | 776,407 | | $ | 816,087 | | $ | 968,218 | | $ | 518,158 | | $ | 45,547 | | $ | 3,739,417 | | Richard J. Daly | | 2019 | | $ | 855,580 | | $ | 3,400,116 | | $ | 3,254,294 | | $ | 1,273,136 | | $ | 1,476,870 | | $ | 67,125 | | $ | 10,327,121 | | Executive Chairman, | | 2018 | | $ | 923,782 | | $ | 3,056,698 | | $ | 3,174,775 | | $ | 1,926,004 | | $ | 2,062,901 | | $ | 72,335 | | $ | 11,216,495 | | Former CEO | | 2017 | | $ | 896,875 | | $ | 2,235,249 | | $ | 2,349,348 | | $ | 1,792,134 | | $ | 1,846,078 | | $ | 46,479 | | $ | 9,166,163 | | James M. Young | | 2019 | | $ | 586,202 | | $ | 947,096 | | $ | 906,544 | | $ | 615,934 | | | — | | $ | 126,887 | | $ | 3,182,663 | | Corporate Vice | | 2018 | | $ | 560,023 | | $ | 840,580 | | $ | 873,060 | | $ | 630,541 | | | — | | $ | 127,327 | | $ | 3,031,531 | | President and CFO | | 2017 | | $ | 543,711 | | $ | 541,124 | | $ | 568,781 | | $ | 565,488 | | | — | | $ | 114,108 | | $ | 2,333,212 | | Christopher J. Perry | | 2019 | | $ | 616,025 | | $ | 1,420,003 | | $ | 413,755 | | $ | 1,036,590 | | | — | | $ | 174,819 | | $ | 3,661,192 | | Corporate Senior | | 2018 | | $ | 598,082 | | $ | 356,560 | | $ | 370,382 | | $ | 1,129,137 | | | — | | $ | 173,967 | | $ | 2,628,128 | | Vice President, | | 2017 | | $ | 580,662 | | $ | 329,383 | | $ | 346,207 | | $ | 1,133,092 | | | — | | $ | 158,174 | | $ | 2,547,518 | | Global Sales, Marketing and Client Solutions | | | | | | | | | | | | | | | | | | | | | | | | | Robert Schifellite | | 2019 | | $ | 607,807 | | $ | 647,492 | | $ | 619,692 | | $ | 814,149 | | $ | 1,253,252 | | $ | 62,740 | | $ | 4,005,132 | | Corporate Senior | | 2018 | | $ | 580,662 | | $ | 509,450 | | $ | 529,114 | | $ | 912,653 | | $ | 597,405 | | $ | 42,992 | | $ | 3,172,276 | | Vice President, | | 2017 | | $ | 557,917 | | $ | 423,483 | | $ | 445,135 | | $ | 776,363 | | $ | 817,837 | | $ | 60,082 | | $ | 3,080,817 | | ICS | | | | | | | | | | | | | | | | | | | | | | | | | Adam D. Amsterdam | | 2019 | | $ | 490,065 | | $ | 476,433 | | $ | 456,048 | | $ | 437,948 | | $ | 589,313 | | $ | 56,056 | | $ | 2,505,863 | | Corporate Vice | | | | President and | | | | General Counsel | | | |
| | Timothy C. Gokey
CEO | | | 2021 | | | $900,000 | | | — | | | $3,138,849 | | | $3,380,445 | | | $1,664,550 | | | $1,120,315 | | | $48,997 | | | $10,253,156 | | | | 2020 | | | $895,833 | | | — | | | $2,867,291 | | | $2,705,097 | | | $1,468,800 | | | $1,170,499 | | | $41,888 | | | $9,149,408 | | | | 2019 | | | $776,250 | | | — | | | $1,937,706 | | | $2,208,262 | | | $1,434,109 | | | $879,184 | | | $50,483 | | | $7,285,994 | | | | Edmund J. Reese
CFO | | | 2021 | | | $352,308 | | | $528,000 | | | $1,599,377 | | | $375,602 | | | $369,044 | | | — | | | $36,308 | | | $3,260,639 | | | | Christopher J. Perry
President | | | 2021 | | | $640,696 | | | — | | | $888,170 | | | $956,538 | | | $1,067,041 | | | — | | | $187,842 | | | $3,740,287 | | | | 2020 | | | $637,085 | | | — | | | $427,725 | | | $846,985 | | | $1,043,630 | | | — | | | $160,424 | | | $3,115,849 | | | | 2019 | | | $616,025 | | | — | | | $1,420,003 | | | $413,755 | | | $1,036,590 | | | — | | | $174,819 | | | $3,661,192 | | | | Robert Schifellite
CSVP, ICS | | | 2021 | | | $634,113 | | | — | | | $718,433 | | | $773,726 | | | $1,034,556 | | | $1,025,376 | | | $57,895 | | | $4,244,099 | | | | 2020 | | | $630,539 | | | — | | | $655,702 | | | $618,611 | | | $856,299 | | | $1,295,668 | | | $55,286 | | | $4,112,105 | | | | 2019 | | | $607,807 | | | — | | | $647,492 | | | $619,692 | | | $814,149 | | | $1,253,252 | | | $62,740 | | | $4,005,132 | | | | Adam D. Amsterdam
Senior Advisor to the CEO | | | 2021 | | | $508,805 | | | — | | | $467,289 | | | $503,301 | | | $501,885 | | | $535,269 | | | $58,846 | | | $2,575,395 | | | | 2020 | | | $506,335 | | | — | | | $472,340 | | | $445,660 | | | $447,952 | | | $663,639 | | | $47,846 | | | $2,583,772 | | | | 2019 | | | $490,065 | | | — | | | $476,433 | | | $456,048 | | | $437,948 | | | $589,313 | | | $56,056 | | | $2,505,863 | | | | Matthew J. Connor(7)
Former Interim CFO/COO GTO | | | 2021 | | | $479,819 | | | $12,750 | | | $1,669,749 | | | $100,158 | | | $425,813 | | | — | | | $70,535 | | | $2,758,824 | | | | James M. Young(8)
Former CFO | | | 2021(9) | | | $144,268 | | | — | | | — | | | — | | | — | | | — | | | $20,818 | | | $165,086 | | | | 2020 | | | $608,126 | | | — | | | $947,072 | | | $893,554 | | | $642,457 | | | — | | | $143,131 | | | $3,234,340 | | | | 2019 | | | $586,202 | | | — | | | $947,096 | | | $906,544 | | | $615,934 | | | — | | | $126,887 | | | $3,182,663 | |
(1)
| (1)For Mr. Reese, reflects his at-hire bonus. For Mr. Connor, reflects a $12,750 one-time bonus paid to replace his base salary increase that had not been paid by the Company to associates due to the impact of the pandemic. |
(2)
| Reflects performance-based and time-based RSUs granted under the 20072018 Omnibus Award Plan and the 2018 Omnibus Plan. Amounts in this column represent the aggregate grant date fair value of the RSUs computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See Note 13,15, “Stock-Based Compensation”Compensation,” to the 20192021 Consolidated Financial Statements, for the relevant assumptions used to determine the valuation of these awards. The amounts shown reflect the grant date fair value based upon the probable outcome of the performance conditions as of the grant date. The maximum value of the performance-based RSUs granted in fiscal year 20192021 assuming achievement of the highest level of performance is: $2,906,559$4,708,273 (Mr. Gokey); $5,100,174$1,648,942 (Mr. Daly)Reese); $1,420,644 (Mr. Young); $648,432$1,332,254 (Mr. Perry); $971,238$1,077,649 (Mr. Schifellite); and $714,649$700,934 (Mr. Amsterdam); and $1,739,490 (Mr. Connor). Mr. Gokey’sReese's fiscal year 20192021 amount also includes a one-time performance-based RSU award and time-based RSU awards granted in connection withrelated to his promotion to thenew role of CEO.as CFO. Mr. Perry’sConnor's fiscal year 20192021 amount also includes a special time-based RSU award granted for retention purposes.his role as Interim CFO and special time-based RSU for his new role as COO, GTO. |
| (2)(3)
| Reflects stock options granted under the 2018 Omnibus Award Plan. Amounts in this column represent the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Please see Note 13,15, “Stock-Based Compensation”Compensation,” to the 20192021 Consolidated Financial Statements for the relevant assumptions used to determine the valuation of these awards. The fair value of each option award is estimated on the date of grant using the binomial stock option valuation method. |
| (3)(4)
| Represents annual incentive cash compensation based on performance of the Named Executive Officers during the corresponding fiscal year, which was paid to the Named Executive Officers in the following fiscal year. |
(5)
| (4) | Represents changes in the actuarial present value of the Named Executive Officer’s benefit under the SORP. See “Pension Benefits” on page 82for a discussion of the SORP and development of the actuarial present value. |
(6)
| (5) | Please see the All“All Other Compensation tableCompensation” on page 6477 of this Proxy Statement for additional information. |
(7)
| Mr. Connor was Interim CFO from September 1, 2020 through November 30, 2020. |
(8)
| Mr. Young left the Company in August 2020 and did not receive a non-equity incentive plan compensation award or any equity awards in fiscal year 2021. |
(9)
| Includes $42,340 paid to Mr. Young for unused vacation time. |
Broadridge 2019 Proxy Statement 63
76 | Broadridge 2021 Proxy Statement | | |
TABLE OF CONTENTS Executive Compensation
| | Executive Compensation | | | | |
All Other CompensationName | Year | Perquisites
and other
Personal
Benefits(A) | Tax
Reimbursements(B) | Company
Contributions
to Defined
Contribution
Plans(C) | Insurance
Premiums(D) | Matching
Charitable
Contributions(E) | Total | Timothy C. Gokey | | 2019 | | $ | 19,409 | | $ | 1,250 | | $ | 18,340 | | $ | 1,484 | | $ | 10,000 | | $ | 50,483 | | | | 2018 | | $ | 19,141 | | $ | 1,250 | | $ | 18,013 | | $ | 1,440 | | $ | 10,000 | | $ | 49,844 | | | | 2017 | | $ | 16,425 | | | — | | $ | 17,685 | | $ | 1,437 | | $ | 10,000 | | $ | 45,547 | | Richard J. Daly | | 2019 | | $ | 24,643 | | $ | 1,250 | | $ | 26,740 | | $ | 1,492 | | $ | 13,000 | | $ | 67,125 | | | | 2018 | | $ | 34,330 | | $ | 1,250 | | $ | 26,263 | | $ | 1,492 | | $ | 9,000 | | $ | 72,335 | | | | 2017 | | $ | 16,924 | | $ | 1,250 | | $ | 25,785 | | $ | 1,520 | | $ | 1,000 | | $ | 46,479 | | James M. Young | | 2019 | | $ | 20,189 | | $ | 1,250 | | $ | 99,120 | | $ | 1,328 | | $ | 5,000 | | $ | 126,887 | | | | 2018 | | $ | 17,333 | | $ | 1,250 | | $ | 91,916 | | $ | 1,328 | | $ | 15,500 | | $ | 127,327 | | | | 2017 | | $ | 14,043 | | $ | 1,250 | | $ | 87,492 | | $ | 1,323 | | $ | 10,000 | | $ | 114,108 | | Christopher J. Perry | | 2019 | | $ | 20,980 | | $ | 1,250 | | $ | 141,176 | | $ | 1,413 | | $ | 10,000 | | $ | 174,819 | | | | 2018 | | $ | 20,070 | | $ | 1,250 | | $ | 141,262 | | $ | 1,385 | | $ | 10,000 | | $ | 173,967 | | | | 2017 | | $ | 18,810 | | $ | 1,250 | | $ | 126,731 | | $ | 1,383 | | $ | 10,000 | | $ | 158,174 | | Robert Schifellite | | 2019 | | $ | 21,249 | | $ | 1,250 | | $ | 28,840 | | $ | 1,401 | | $ | 10,000 | | $ | 62,740 | | | | 2018 | | $ | 3,309 | | | — | | $ | 28,325 | | $ | 1,358 | | $ | 10,000 | | $ | 42,992 | | | | 2017 | | $ | 18,903 | | $ | 1,250 | | $ | 28,583 | | $ | 1,346 | | $ | 10,000 | | $ | 60,082 | | Adam D. Amsterdam | | 2019 | | $ | 20,089 | | $ | 1,250 | | $ | 23,501 | | $ | 1,216 | | $ | 10,000 | | $ | 56,056 | |
| | Timothy C. Gokey | | | 2021 | | | $13,512 | | | — | | | $23,444 | | | $2,041 | | | $10,000 | | | $48,997 | | | | 2020 | | | $13,334 | | | — | | | $16,844 | | | $1,710 | | | $10,000 | | | $41,888 | | | | 2019 | | | $19,409 | | | $1,250 | | | $18,340 | | | $1,484 | | | $10,000 | | | $50,483 | | | | Edmund J. Reese | | | 2021 | | | $8,808 | | | — | | | $16,389 | | | $1,111 | | | $10,000 | | | $36,308 | | | | Christopher J. Perry | | | 2021 | | | $15,000 | | | — | | | $160,853 | | | $1,989 | | | $10,000 | | | $187,842 | | | | 2020 | | | $20,100 | | | $1,250 | | | $127,416 | | | $1,658 | | | $10,000 | | | $160,424 | | | | 2019 | | | $20,980 | | | $1,250 | | | $141,176 | | | $1,413 | | | $10,000 | | | $174,819 | | | | Robert Schifellite | | | 2021 | | | $13,875 | | | — | | | $32,045 | | | $1,975 | | | $10,000 | | | $57,895 | | | | 2020 | | | $14,284 | | | — | | | $29,355 | | | $1,647 | | | $10,000 | | | $55,286 | | | | 2019 | | | $21,249 | | | $1,250 | | | $28,840 | | | $1,401 | | | $10,000 | | | $62,740 | | | | Adam D. Amsterdam | | | 2021 | | | $13,453 | | | — | | | $33,175 | | | $1,718 | | | $10,500 | | | $58,846 | | | | 2020 | | | $13,400 | | | — | | | $25,374 | | | $1,422 | | | $7,650 | | | $47,846 | | | | 2019 | | | $20,089 | | | $1,250 | | | $23,501 | | | $1,216 | | | $10,000 | | | $56,056 | | | | Matthew J. Connor | | | 2021 | | | $5,375 | | | — | | | $63,540 | | | $1,620 | | | — | | | $70,535 | | | | James M. Young | | | 2021 | | | $14,497 | | | — | | | — | | | $321 | | | $6,000 | | | $20,818 | | | | 2020 | | | $15,298 | | | — | | | $109,227 | | | $1,606 | | | $17,000 | | | $143,131 | | | | 2019 | | | $20,189 | | | $1,250 | | | $99,120 | | | $1,328 | | | $5,000 | | | $126,887 | |
| (A)
| For all Named Executive Officers, other than Mr. Perry, Mr. Reese, and Mr. Connor, represents actual costs to the Company of leasing automobiles used for personal travel, automobile insurance and other maintenance costs. For Mr. Perry, Mr. Reese, and Mr. Connor, represents a car allowance paid by the Company. For Mr. Gokey (fiscal years 2018 and 2019), Mr. Daly, Mr. Young, Mr. Perry (fiscal years 2019 and 2020), Mr. Schifellite (fiscal years 2017 andyear 2019), Mr. Amsterdam, (fiscal year 2019), and Mr. AmsterdamYoung (fiscal yearyears 2018 and 2019), this also includes an amount paid by the Company on behalf of their spouses or significant others who accompanied them on business travel. |
| (B) | For Mr. Gokey (fiscal years 2018 and 2019), Mr. Daly, Mr. Young, Mr. Perry, and Mr. Schifellite (fiscal years 2017 and 2019), and Mr. Amsterdam (fiscal year 2019) represents2020) includes an amount for a gift certificate received as part of the Company wellness program. |
(B)
| Represents reimbursement of taxes up to $1,250 on amounts paid by the Company on behalf of their spouses or significant others who accompanied them on business travel. The Company ceased providing this payment in fiscal year 2021. |
| (C)
| Represents contributions made by the Company to the ERSP andand/or the 401(k) Plan.Plan on behalf of the executives. |
| (D)
| Represents life insurance, accidental death and dismemberment and long-term disability premiums paid by the Company.Company on behalf of the executives. |
| (E)
| Represents Company-paid contributions made to qualified tax-exempt organizations on behalf of the Named Executive Officers under the Matching Gift Program. The Company matches 100% of all contributions made by its executive officers to qualified tax-exempt organizations, up to a maximum Company contribution of $10,000 per calendar year. Amounts shown reflect total Company matching contributions in each fiscal year, and therefore may be greater than the calendar year maximum. |
64 Broadridge 2019 Proxy Statement
Broadridge 2021 Proxy Statement | 77 | | |
TABLE OF CONTENTS Executive Compensation
| | Executive Compensation | | | | |
Grants of Plan-Based Awards The following table sets forth information with respect to all plan-based awards granted to our Named Executive Officers in fiscal year 2019.2021. Please see the Outstanding“Outstanding Equity Awards at Fiscal Year-End tableYear-End” for the outstanding stock option awards and unvested stock awards held by each of the Named Executive Officers as of June 30, 2019. | | Committee
Award
Date |
Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards(1) |
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2) | All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | Exercise
or Base
Price of
Option
Awards
($/Sh) | Grant Date
Fair Value
of Stock and
Option
Awards
($)(3) | Name | Grant Date | Threshold
($) | Target
($) | Maximum
($) | Threshold
(#) | Target
(#) | Maximum
(#) | Timothy C.
Gokey | | | | | | | $ | 612,500 | | $ | 1,225,000 | | $ | 2,450,000 | | | | | | | | | | | | | | | | | | | | | | | | | 10/1/2018(4 | ) | | 9/18/2018 | | | | | | | | | | | | 5,035 | | | 10,070 | | | 15,105 | | | | | | | | | | | $ | 1,262,879 | | | | 11/8/2018(5 | ) | | 11/8/2018 | | | | | | | | | | | | 3,280 | | | 6,560 | | | 9,840 | | | | | | | | | | | $ | 674,827 | | | | 2/11/2019(6 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | | | | 99,831 | | $ | 98.31 | | $ | 2,208,262 | | Richard J.
Daly | | | | | | | $ | 543,750 | | $ | 1,087,500 | | $ | 2,175,000 | | | | | | | | | | | | | | | | | | | | | | | | | 10/1/2018(4 | ) | | 9/18/2018 | | | | | | | | | | | | 13,556 | | | 27,112 | | | 40,668 | | | | | | | | | | | $ | 3,400,116 | | | | 2/11/2019(6 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | | | | 147,120 | | $ | 98.31 | | $ | 3,254,294 | | James M.
Young | | | | | | | $ | 265,902 | | $ | 531,803 | | $ | 1,063,606 | | | | | | | | | | | | | | | | | | | | | | | | | 10/1/2018(4 | ) | | 9/18/2018 | | | | | | | | | | | | 3,776 | | | 7,552 | | | 11,328 | | | | | | | | | | | $ | 947,096 | | | | 2/11/2019(6 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | | | | 40,983 | | $ | 98.31 | | $ | 906,544 | | Christopher J. Perry | | | | | | | $ | 433,321 | | $ | 866,642 | | $ | 1,733,284 | | | | | | | | | | | | | | | | | | | | | | | | | 10/1/2018(4 | ) | | 9/18/2018 | | | | | | | | | | | | 1,723 | | | 3,447 | | | 5,170 | | | | | | | | | | | $ | 432,288 | | | | 2/11/2019(6 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | | | | 18,705 | | $ | 98.31 | | $ | 413,755 | | | | 2/11/2019(7 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | 10,246 | | | | | | | | $ | 987,714 | | Robert
Schifellite | | | | | | | $ | 352,285 | | $ | 704,570 | | $ | 1,409,140 | | | | | | | | | | | | | | | | | | | | | | | | | 10/1/2018(4 | ) | | 9/18/2018 | | | | | | | | | | | | 2,581 | | | 5,163 | | | 7,744 | | | | | | | | | | | $ | 647,492 | | | | 2/11/2019(6 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | | | | 28,015 | | $ | 98.31 | | $ | 619,692 | | Adam D. Amsterdam | | | | | | | $ | 197,594 | | $ | 395,188 | | $ | 790,376 | | | | | | | | | | | | | | | | | | | | | | | | | 10/1/2018(4 | ) | | 9/18/2018 | | | | | | | | | | | | 1,899 | | | 3,799 | | | 5,698 | | | | �� | | | | | | | $ | 476,433 | | | | 2/11/2019(6 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | | | | 20,617 | | $ | 98.31 | | $ | 456,048 | |
2021. | | Timothy C.
Gokey | | | | | | | | | $675,000 | | | $1,350,000 | | | $2,025,000 | | | | | | | | | | | | | | | | | | | | | | | | | Oct-01-2020(4) | | | Sep-15-2020 | | | | | | | | | | | | 12,242 | | | 24,484 | | | 36,726 | | | | | | | | | | | | $3,138,849 | | | | Feb-12-2021(5) | | | Feb-12-2021 | | | | | | | | | | | | | | | | | | | | | | | | 109,117 | | | $148.07 | | | $3,380,445 | | | | Edmund J.
Reese | | | | | | | | | $148,808 | | | $297,616 | | | $446,425 | | | | | | | | | | | | | | | | | | | | | | | | | Dec-07-2020(6) | | | Nov-19-2020 | | | | | | | | | | | | 353 | | | 706 | | | 1,059 | | | | | | | | | | | | $99,129 | | | | Dec-07-2020(7) | | | Nov-19-2020 | | | | | | | | | | | | | | | | | | | | | 10,438 | | | | | | | | | $1,500,248 | | | | Feb-12-2021(5) | | | Feb-12-2021 | | | | | | | | | | | | | | | | | | | | | | | | 12,124 | | | $148.07 | | | $375,602 | | | | Christopher
J. Perry | | | | | | | | | $448,487 | | | $896,974 | | | $1,345,462 | | | | | | | | | | | | | | | | | | | | | | | | | Oct-01-2020(4) | | | Sep-15-2020 | | | | | | | | | | | | 3,464 | | | 6,928 | | | 10,392 | | | | | | | | | | | | $888,170 | | | | Feb-12-2021(5) | | | Feb-12-2021 | | | | | | | | | | | | | | | | | | | | | | | | 30,876 | | | $148.07 | | | $956,538 | | | | Robert
Schifellite | | | | | | | | | $412,174 | | | $824,347 | | | $1,236,521 | | | | | | | | | | | | | | | | | | | | | | | | | Oct-01-2020(4) | | | Sep-15-2020 | | | | | | | | | | | | 2,802 | | | 5,604 | | | 8,406 | | | | | | | | | | | | $718,433 | | | | Feb-12-2021(5) | | | Feb-12-2021 | | | | | | | | | | | | | | | | | | | | | | | | 24,975 | | | $148.07 | | | $773,726 | | | | Adam D.
Amsterdam | | | | | | | | | $203,522 | | | $407,044 | | | $610,566 | | | | | | | | | | | | | | | | | | | | | | | | | Oct-01-2020(4) | | | Sep-15-2020 | | | | | | | | | | | | 1,822 | | | 3,645 | | | 5,467 | | | | | | | | | | | | $467,289 | | | | Feb-12-2021(5) | | | Feb-12-2021 | | | | | | | | | | | | | | | | | | | | | | | | 16,246 | | | $148.07 | | | $503,301 | | | | Matthew J.
Connor | | | | | | | | | $173,801 | | | $347,603 | | | $521,404 | | | | | | | | | | | | | | | | | | | | | | | | | Sep-01-2020(8) | | | Aug-04-2020 | | | | | | | | | | | | | | | | | | | | | 3,934 | | | | | | | | | $530,146 | | | | Oct-01-2020(4) | | | Sep-15-2020 | | | | | | | | | | | | 544 | | | 1,088 | | | 1,632 | | | | | | | | | | | | $139,482 | | | | Dec-07-2020(9) | | | Nov-19-2020 | | | | | | | | | | | | | | | | | | | | | 7,065 | | | | | | | | | $1,000,121 | | | | Feb-12-2021(5) | | | Feb-12-2021 | | | | | | | | | | | | | | | | | | | | | | | | 3,233 | | | $148.07 | | | $100,158 | | | | James M.
Young(10) | | | | | | | | | | | | — | | | | | | | | | — | | | | | | | | | — | | | | | | | |
| (1)
| Amounts consist of the threshold, target and maximum annual cash incentive award levels. 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%150% of the target award which corresponds to the maximum payout of the award. Actual amounts paid to the Named Executive Officers are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation table“Summary Compensation” with respect to fiscal year 2019.2021. |
| (2)
| Amounts consist of the threshold, target and maximum performance-based RSU awards set in fiscal year 20192021 under the 20072018 Omnibus Award Plan and 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. |
| (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 performance-based RSUs, excluding the effect of estimated forfeitures.RSUs. See Note 13,15, “Stock-Based Compensation”Compensation,” to the 20192021 Consolidated Financial Statements for a discussion of the relevant assumptions used in calculating these amounts. |
| (4)
| Represents annual performance-based RSUs granted under the 20072018 Omnibus Award Plan on October 1, 20182020 that will vest and convert to Common Stock on April 1, 2021,2023, provided that pre-set financial performance goals are met over the fiscal years 20192021 and 20202022 performance cycle. Named Executive Officers can earn from 0% to 150% of thetheir stated RSU award amount in shares. |
78 | (5)Broadridge 2021 Proxy Statement | | Represents special performance-based RSUs granted on November 8, 2018 under the 2018 Omnibus Plan in connection with his promotion to the role of CEO that will vest and convert to Common Stock on April 1, 2021, provided that pre-set financial performance goals are met over the fiscal years 2019 and 2020 performance cycle. Mr. Gokey can earn from 0% to 150% of the stated RSU award amount in shares. |
TABLE OF CONTENTS | | (6)Executive Compensation | | | | |
(5)
| Represents a stock option award granted under the 2018 Omnibus Plan on February 11, 2019,12, 2021, that will vest ratably over the next four years on the anniversary of the date of grant. |
| (7)(6)
| Represents speciala performance-based RSU granted on December 7, 2020 for his appointment as CFO. The award will vest and convert to Common Stock on April 1, 2023, provided that pre-set financial performance goals are met over the fiscal years 2021 and 2022 performance cycle. Mr. Reese can earn from 0% to 150% of the stated RSU award amount in shares. |
(7)
| Represents time-based RSUs granted under the 2018 Omnibus Planto Mr. Reese on December 7, 2020 for his appointment as CFO. 1,081 RSUs vested on January 31, 2021, 2,672 RSUs vested on February 11, 201928, 2021, 3,021 RSUs will vest on January 31, 2022, 1,943 RSUs will vest on February 1, 2022, and 1,721 RSUs will vest on January 31, 2023. |
(8)
| Represents time-based RSUs granted to Mr. Connor on September 1, 2020 for retention purposes,his service as Interim CFO, that will vest on September 1, 2022. |
(9)
| Represents time-based RSUs granted to Mr. Connor on December 7, 2020 for his appointment as COO, GTO. The award will vest ratably over the next three years on the anniversary of the date of grant. |
(10)
| Mr. Young left the Company in full on February 11, 2020.August 2020 and did not receive fiscal year 2021 plan-based awards. |
Broadridge 2019 Proxy Statement 65
TABLE OF CONTENTS
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding stock option awards and unvested stock awards held by each of the Named Executive Officers as of June 30, 2019. | 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
of Stock
that Have
Not Vested
(#) | Market
Value of
Shares 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 | | 99,497 | | | — | | $ | 24.25 | | | 2/9/2022(2 | ) | | | | | | | | | | | | | | | 115,738 | | | — | | $ | 22.27 | | | 2/11/2023(3 | ) | | | | | | | | | | | | | | | 60,908 | | | — | | $ | 36.97 | | | 2/10/2024(4 | ) | | | | | | | | | | | | | | | 72,222 | | | — | | $ | 50.95 | | | 2/9/2025(5 | ) | | | | | | | | | | | | | | | 46,011 | | | 15,338 | | $ | 51.95 | | | 2/8/2026(6 | ) | | | | | | | | | | | | | | | 29,697 | | | 29,698 | | $ | 67.32 | | | 2/10/2027(7 | ) | | | | | | | | | | | | | | | 11,640 | | | 34,921 | | $ | 93.88 | | | 2/12/2028(8 | ) | | | | | | | | | | | | | | | — | | | 99,831 | | $ | 98.31 | | | 2/11/2029(9 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,375 | | $ | 1,963,080(10 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,105 | | $ | 1,928,606(11 | ) | | | | | | | | | | | | | | | | | | | | | 9,840 | | $ | 1,256,371(12 | ) | Richard J. Daly | | 52,084 | | | — | | $ | 50.95 | | | 2/9/2025(5 | ) | | | | | | | | | | | | | | | 46,560 | | | 46,560 | | $ | 51.95 | | | 2/8/2026(6 | ) | | | | | | | | | | | | | | | 85,493 | | | 85,493 | | $ | 67.32 | | | 2/10/2027(7 | ) | | | | | | | | | | | | | | | 35,816 | | | 107,450 | | $ | 93.88 | | | 2/12/2028(8 | ) | | | | | | | | | | | | | | | — | | | 147,120 | | $ | 98.31 | | | 2/11/2029(9 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | 47,311 | | $ | 6,040,668(10 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,668 | | $ | 5,192,490(11 | ) | James M. Young | | 47,396 | | | — | | $ | 50.95 | | | 2/9/2025(5 | ) | | | | | | | | | | | | | | | 34,509 | | | 11,503 | | $ | 51.95 | | | 2/8/2026(6 | ) | | | | | | | | | | | | | | | 20,698 | | | 20,698 | | $ | 67.32 | | | 2/10/2027(7 | ) | | | | | | | | | | | | | | | 9,849 | | | 29,549 | | $ | 93.88 | | | 2/12/2028(8 | ) | | | | | | | | | | | | | | | — | | | 40,983 | | $ | 98.31 | | | 2/11/2029(9 | ) | | 13,010 | | $ | 1,661,117(10 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,328 | | $ | 1,446,359(11 | ) | Christopher J. Perry | | 9,722 | | | — | | $ | 50.95 | | | 2/9/2025(5 | ) | | | | | | | | | | | | | | | 47,000 | | | — | | $ | 50.95 | | | 2/9/2025(13 | ) | | | | | | | | | | | | | | | 7,668 | | | 7,669 | | $ | 51.95 | | | 2/8/2026(6 | ) | | | | | | | | | | | | | | | 6,299 | | | 12,599 | | $ | 67.32 | | | 2/10/2027(7 | ) | | | | | | | | | | | | | | | 4,178 | | | 12,536 | | $ | 93.88 | | | 2/12/2028(8 | ) | | | | | | | | | | | | | | | — | | | 18,705 | | $ | 98.31 | | | 2/11/2029(9 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,518 | | $ | 704,538(10 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,170 | | $ | 660,106(11 | ) | | | | | | | | | | | | | | | 10,246 | | $ | 1,308,209(14 | ) | | | | | | | Robert Schifellite | | 38,759 | | | — | | $ | 36.97 | | | 2/10/2024(4 | ) | | | | | | | | | | | | | | | 43,611 | | | — | | $ | 50.95 | | | 2/9/2025(5 | ) | | | | | | | | | | | | | | | 27,936 | | | 9,312 | | $ | 51.95 | | | 2/8/2026(6 | ) | | | | | | | | | | | | | | | 16,198 | | | 16,199 | | $ | 67.32 | | | 2/10/2027(7 | ) | | | | | | | | | | | | | | | 5,969 | | | 17,908 | | $ | 93.88 | | | 2/12/2028(8 | ) | | | | | | | | | | | | | | | — | | | 28,015 | | $ | 98.31 | | | 2/11/2029(9 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,885 | | $ | 1,006,757(10 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,744 | | $ | 988,754(11 | ) | Adam D. Amsterdam | | — | | | 6,573 | | $ | 51.95 | | | 2/8/2026(6 | ) | | | | | | | | | | | | | | | — | | | 10,799 | | $ | 67.32 | | | 2/10/2027(7 | ) | | | | | | | | | | | | | | | — | | | 12,536 | | $ | 93.88 | | | 2/12/2028(8 | ) | | | | | | | | | | | | | | | — | | | 20,617 | | $ | 98.31 | | | 2/11/2029(9 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,518 | | $ | 704,538(10 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,698 | | $ | 727,521(11 | ) |
| | Timothy C. Gokey | | | 60,908 | | | — | | | $36.97 | | | Feb-10-2024(2) | | | | | | | | | | | | | | | | 72,222 | | | — | | | $50.95 | | | Feb-09-2025(3) | | | | | | | | | | | | | | | | 61,349 | | | — | | | $51.95 | | | Feb-08-2026(4) | | | | | | | | | | | | | | | | 59,395 | | | — | | | $67.32 | | | Feb-10-2027(5) | | | | | | | | | | | | | | | | 34,920 | | | 11,641 | | | $93.88 | | | Feb-12-2028(6) | | | | | | | | | | | | | | | | 49,915 | | | 49,916 | | | $98.31 | | | Feb-11-2029(7) | | | | | | | | | | | | | | | | 31,469 | | | 94,408 | | | $117.34 | | | Feb-04-2030(8) | | | | | | | | | | | | | | | | — | | | 109,117 | | | $148.07 | | | Feb-12-2031(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,369(10) | | | $4,259,385 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,484(11) | | | $3,954,901 | | | | Edmund J. Reese | | | — | | | 12,124 | | | $148.07 | | | Feb-12-2031(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 706(12) | | | $114,040 | | | | | | | | | | | | | | | | 6,685(13) | | | $1,079,828 | | | | | | | | | | Christopher J. Perry | | | 15,337 | | | — | | | $51.95 | | | Feb-08-2026(4) | | | | | | | | | | | | | | | | 18,898 | | | — | | | $67.32 | | | Feb-10-2027(5) | | | | | | | | | | | | | | | | 12,535 | | | 4,179 | | | $93.88 | | | Feb-12-2028(6) | | | | | | | | | | | | | | | | 9,352 | | | 9,353 | | | $98.31 | | | Feb-11-2029(7) | | | | | | | | | | | | | | | | 9,853 | | | 29,560 | | | $117.34 | | | Feb-04-2030(8) | | | | | | | | | | | | | | | | — | | | 30,876 | | | $148.07 | | | Feb-12-2031(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,933(10) | | | $635,297 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,928(11) | | | $1,119,080 | |
Broadridge 2021 Proxy Statement | 79 | | |
TABLE OF CONTENTS | | Executive Compensation | | | | |
| | Robert Schifellite | | | 43,611 | | | — | | | $50.95 | | | Feb-09-2025(3) | | | | | | | | | | | | | | | | 37,248 | | | — | | | $51.95 | | | Feb-08-2026(4) | | | | | | | | | | | | | | | | 32,397 | | | — | | | $67.32 | | | Feb-10-2027(5) | | | | | | | | | | | | | | | | 17,907 | | | 5,970 | | | $93.88 | | | Feb-12-2028(6) | | | | | | | | | | | | | | | | 14,007 | | | 14,008 | | | $98.31 | | | Feb-11-2029(7) | | | | | | | | | | | | | | | | 7,196 | | | 21,590 | | | $117.34 | | | Feb-04-2030(8) | | | | | | | | | | | | | | | | — | | | 24,975 | | | $148.07 | | | Feb-12-2031(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,030(10) | | | $974,026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,604(11) | | | $905,214 | | | | Adam D. Amsterdam | | | — | | | 4,179 | | | $93.88 | | | Feb-12-2028(6) | | | | | | | | | | | | | | | | — | | | 10,309 | | | $98.31 | | | Feb-11-2029(7) | | | | | | | | | | | | | | | | — | | | 15,554 | | | $117.34 | | | Feb-04-2030(8) | | | | | | | | | | | | | | | | — | | | 16,246 | | | $148.07 | | | Feb-12-2031(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,343(10) | | | $701,525 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,645(11) | | | $588,777 | | | | Matthew J. Connor | | | 418 | | | 418 | | | $93.88 | | | Feb-12-2028(6) | | | | | | | | | | | | | | | | — | | | 11,947 | | | $93.88 | | | Feb-12-2028(14) | | | | | | | | | | | | | | | | 368 | | | 736 | | | $98.31 | | | Feb-11-2029(7) | | | | | | | | | | | | | | | | 361 | | | 1,083 | | | $117.34 | | | Feb-04-2030(8) | | | | | | | | | | | | | | | | — | | | 3,233 | | | $148.07 | | | Feb-12-2031(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | 540(10) | | | $87,226 | | | | | | | | | | | | | | | | | | | | | | 491(15) | | | $79,311 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,088(11) | | | $175,745 | | | | | | | | | | | | | | | | 3,934(16) | | | $635,459 | | | | | | | | | | | | | | | | | | | | | | 7,065(17) | | | $1,141,209 | | | | | | | | | | James M. Young(18) | | | — | | | | | | | | | | | | — | | | | | | — | | | | |
(1)
| Calculated using the closing price of our Common Stock on the last trading dayJune 30, 2021 of fiscal year 2019 of $127.68$161.53 per share. |
| (2) | Represents annual stock options granted on February 9, 2012. 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. |
| (3) | Represents annual stock options granted on February 11, 2013. 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. |
66 Broadridge 2019 Proxy Statement
TABLE OF CONTENTS
| (4) | Represents annual stock options granted on February 10, 2014. 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. |
| (5)(3)
| Represents annual stock options granted on February 9, 2015. This grant terminatesterminate 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. |
| (6)(4)
| Represents annual stock options granted on February 8, 2016. 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. |
| (7)(5)
| Represents annual stock options granted on February 10, 2017. 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. |
| (8)(6)
| Represents annual stock options granted on February 12, 2018. 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. |
| (9)(7)
| Represents annual stock options granted on February 11, 2019. 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. |
| (10)(8)
| Represents annual performance-based RSUs awarded on October 2, 2017. Based on achievement against pre-set financial performance goals over the fiscal years 2018 and 2019 performance cycle, 120% of target shares were earned. These RSU awards will vest and convert to Common Stock on April 1, 2020. |
| (11) | Represents annual performance-based RSUs awarded on October 1, 2018. This RSU award will vest and convert to Common Stock on April 1, 2021, provided that pre-set financial performance goals are met over the fiscal years 2019 and 2020 performance cycle. The Named Executive Officers can earn from 0% to 150% of their stated RSU award amount in shares. Due to above-target fiscal year 2019 performance, these amounts reflect estimated future payments at maximum achievement. |
| (12) | Represents special performance-based RSUs granted on November 8, 2018 under the 2018 Omnibus Plan in connection with his promotion to the role of CEO that will vest and convert to Broadridge shares on April 1, 2021, provided that pre-set financial performance goals are met over the fiscal years 2019 and 2020 performance cycle. Mr. Gokey can earn from 0% to 150% of the stated RSU award amount in shares. |
| (13) | Represents special stock options granted on February 9, 2015.4, 2020. 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. |
(9)
| Represents annual stock options granted on February 12, 2021. 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. |
(10)
| Represents performance-based RSUs awarded on October 1, 2019. 110% of these shares were earned. These RSUs will vest and convert to Common Stock on April 1, 2022. |
80 | Broadridge 2021 Proxy Statement | | |
TABLE OF CONTENTS | | Executive Compensation | | | | |
(11)
| Represents performance-based RSUs awarded on October 1, 2020. This RSU award will vest and convert to Common Stock on April 1, 2023, provided that pre-set financial performance goals are met over the fiscal years 2021 and 2022 performance cycle. The NEOs can earn from 0% to 150% of their stated RSU award amount in shares. |
(12)
| Represents a special performance-based RSU granted on December 7, 2020 that will vest and convert to Common Stock on April 1, 2022, provided that pre-set financial performance goals are met over the fiscal years 2020 and 2021 performance cycle. Mr. Reese can earn from 0% to 150% of their stated RSU award amount in shares. |
(13)
| Represents time-based RSUs granted on December 7, 2020 to Mr. Reese for his appointment as CFO. 3,021 RSUs will vest on January 31, 2022, 1,943 RSUs will vest on February 1, 2022, and 1,721 RSUs will vest on January 31, 2023. |
(14)
| Represents special stock options granted on February 12, 2018. This grant terminates 10 years from the date of grant, and vests 100% on the fourth anniversary of the date of grant. |
(15)
| Represents time-based RSUs awarded on October 1, 2019. This RSU award will vest and convert to Common Stock on April 1, 2022. |
(16)
| Represents time-based RSUs granted under the 2018 Omnibus Plan on February 11, 2019September 1, 2020 to Mr. Connor for retention purposes thatservice as Interim CFO. This grant will vest in full on February 11, 2020.September 1, 2022. |
(17)
| Represents time-based RSUs granted on December 7, 2020 to Mr. Connor for his new role as COO, GTO. This grant will vest pro rata annually for three years on the anniversary of the grant date. |
(18)
| Mr. Young left the Company in August 2020 and did not have any outstanding stock option awards and unvested stock awards as of June 30, 2021. |
Option Exercises and Stock Vested The following table provides information regarding the number of Broadridge stock options that were exercised by Named Executive Officers and the number of RSU awards that vested during fiscal year 2019,2021, and the value realized from the exercise or vesting of such awards. | Stock Options(1) | Stock Awards and
Restricted Stock(2) | Name | Number of
Shares Acquired
on Exercise
(#) | Value
Realized
on Exercise
($) | Number of
Shares Acquired
on Vesting
(#) | Value
Realized
on Vesting
($) | Timothy C. Gokey | | — | | | — | | | 15,692 | | $ | 1,647,503 | | Richard J. Daly | | 249,369 | | $ | 20,161,934 | | | 45,177 | | $ | 4,743,133 | | James M. Young | | 37,197 | | $ | 3,202,505 | | | 10,936 | | $ | 1,148,171 | | Christopher J. Perry | | — | | | — | | | 6,657 | | $ | 698,918 | | Robert Schifellite | | 45,018 | | $ | 4,524,138 | | | 8,559 | | $ | 898,609 | | Adam D. Amsterdam | | 21,707 | | $ | 1,418,118 | | | 5,705 | | $ | 598,968 | |
awards | | Timothy C. Gokey | | | 177,735 | | | $19,314,376 | | | 19,956 | | | $3,091,584 | | | | Edmund J. Reese | | | — | | | — | | | 3,753 | | | $533,489 | | | | Christopher J. Perry | | | 56,722 | | | $5,723,805 | | | 4,136 | | | $640,749 | | | | Robert Schifellite | | | 18,759 | | | $1,946,229 | | | 6,195 | | | $959,729 | | | | Adam D. Amsterdam | | | 41,221 | | | $2,431,846 | | | 4,558 | | | $706,125 | | | | Matthew J. Connor | | | — | | | — | | | 3,081 | | | $477,309 | | | | James M. Young | | | 29,944 | | | $1,302,993 | | | — | | | — | |
| (1)
| The shares acquired on exercise represent shares of our Common Stock. The value realized upon the exercise of stock options equals the difference between the sale price of Common Stock on the date of exercise and the exercise price of the stock options. |
| (2)
| RSUs convert to shares of Common Stock upon vesting. The value realized on vesting equals the number of RSUs multiplied by the closing price of Common Stock on the date of vesting. |
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TABLE OF CONTENTS Executive Compensation
| | Executive Compensation | | | | |
The following table sets forth for each Named Executive Officer certain information with respect to the SORP, which provides for pension benefits in connection with retirement. Mr. YoungPerry, Mr. Reese, Mr. Connor and Mr. Perry areYoung were not eligible to participate in this plan. Name | Number of
Years of
Credited
Service(1)
(#) | Present
Value of
Accumulated
Benefit(2)
($) | Payments
During Last
Fiscal Year
($) | Timothy C. Gokey | | 8.0 | | $ | 3,059,222 | | | — | | Richard J. Daly | | 24.0 | | $ | 14,292,109 | | | — | | James M. Young | | — | | | — | | | — | | Christopher J. Perry | | — | | | — | | | — | | Robert Schifellite | | 18.0 | | $ | 5,676,188 | | | — | | Adam D. Amsterdam | | 12.0 | | $ | 2,458,150 | | | — | |
| | Timothy C. Gokey | | | 10 | | | $ 5,350,036 | | | — | | | | Edmund J. Reese | | | — | | | — | | | — | | | | Christopher J. Perry | | | — | | | — | | | — | | | | Robert Schifellite | | | 20 | | | $ 7,997,232 | | | — | | | | Adam D. Amsterdam | | | 14 | | | $ 3,657,058 | | | — | | | | Matthew J. Connor | | | — | | | — | | | — | | | | James M. Young | | | — | | | — | | | — | |
(1)
| (1) | SORP-credited service is defined as complete calendar years. Years of service recognized under the SORP for Mr. Daly and Mr. Schifellite include credit for their years of service under ADP’sthe ADP Supplemental Officer Retirement Plan (the “ADP SORP”) (as described in more detail below). For actuarial valuation purposes, credited service is attributed through the Statement of Financial Accounting Standards measurement date. |
(2)
| (2) | Service credit and actuarial values are calculated as of June 30, 2019,2021, the pension plan’s measurement date for the last fiscal year. Actuarial values are based on the Mercer modified RP-2014 retiree white collar tables, adjusted to remove post-2007 projection factors with the Society of Actuaries (“SOA”) PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2018.MP-2020. 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. The present value amounts for the SORP include the impact of the years of service credited under the ADP Supplemental Officer Retirement Plan (the “ADP SORP”) and are also net of the ADP SORP offset (as described in more detail below). |
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. Years of Credited Service | Vesting Percentage | 0-4 | 0% | 5 | 50% | 6 | 60% | 7 | 70% | 8 | 80% | 9 | 90% | 10 | 100% |
| | 0-4 | | | 0% | | | | 5 | | | 50% | | | | 6 | | | 60% | | | | 7 | | | 70% | | | | 8 | | | 80% | | | | 9 | | | 90% | | | | 10 | | | 100% | |
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Compensation covered 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. 82 | Broadridge 2021 Proxy Statement | | |
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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. 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, a spousal benefit equal to 50% of the benefit the participant would have been entitled to at death, provided the participant is at least 35 years old and the vested percentage is greater than zero. Mr. Daly and
Mr. Schifellite are alsois credited with thesix years of service they accrued under the ADP SORP as of the date Broadridgethe Company became an independent company from ADP, 13 and six years, respectively.ADP. While the net effect of this increases the accrued benefit they receivehe receives under the SORP, the benefits are offset by the amount of theirhis vested, accrued benefits payable under the ADP SORP. The amountsamount of the offset will continue to be the obligationsobligation of ADP and are as follows: $223,770 for Mr. Daly andis $25,916 for Mr. Schifellite. Non-Qualified Deferred Compensation The following table presents contribution, earnings and balance information under the ERSP for our Named Executive Officers for fiscal year 2019:Name | Executive
Contributions
($)(1) | Registrant
Contributions
($)(2) | Aggregate
Earnings
($) | Aggregate
Withdrawals/
Distributions
($) | Aggregate
Balance at
June 30, 2019
($)(3) | Timothy C. Gokey | | — | | | — | | | — | | | — | | | — | | Richard J. Daly | | — | | | — | | | — | | | — | | | — | | James M. Young | $ | 92,364 | | $ | 84,319 | | $ | 35,162 | | | — | | $ | 846,707 | | Christopher J. Perry | $ | 205,468 | | $ | 128,064 | | $ | 93,367 | | | — | | $ | 1,746,689 | | Robert Schifellite | | — | | | — | | | — | | | — | | | — | | Adam D. Amsterdam | | — | | | — | | | — | | | — | | | — | |
| | Timothy C. Gokey | | | — | | | — | | | — | | | — | | | | | | | Edmund J. Reese | | | $30,000 | | | $1,309 | | | $1,485 | | | — | | | $106,603 | | | | Christopher J. Perry | | | $368,900 | | | $142,186 | | | $36,310 | | | — | | | $2,424,569 | | | | Robert Schifellite | | | — | | | — | | | — | | | — | | | — | | | | Adam D. Amsterdam | | | — | | | — | | | — | | | — | | | — | | | | Matthew J. Connor | | | $41,736 | | | $36,953 | | | $48,349 | | | $(58,240) | | | $94,346 | | | | James M. Young | | | $69,342 | | | — | | | $279,613 | | | $(1,395,363) | | | — | |
| (1)
| Represents the deferral of fiscal year 20192021 salary and non-equity incentive compensation which is reported in the Summary Compensation table“Summary Compensation” for fiscal year 2019.2021. |
| (2)
| Represents Company contributions to the ERSP reported in the All Other Compensation column of the Summary Compensation table“Summary Compensation” for fiscal year 2019.2021. |
| (3)
| This total reflects the cumulative value of each participant’sparticipant's deferrals including(including the fiscal year 20192021 non-equity incentive compensation deferrals of $61,593 for Mr. Young and $128,753$185,781 for Mr. Perry, $73,809 for Mr. Reese and $25,549 for Mr. Connor), as well as Company contributions and individual investment experience. The total includes executive and Company contributions of $554,426$913,487 for Mr. Young and $1,111,338$1,826,631 for Mr. Perry that were previously reported in the Summary Compensation table“Summary Compensation” as compensation for previous years. |
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. Broadridge 2019 Proxy Statement 69
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TABLE OF CONTENTS Executive Compensation
| | Executive Compensation | | | | |
The Company provides two types of contributions for eligible employees, as described below. In addition, the Company provides an additional Company contribution to executive officers who are not participants in the SORP (currently(Mr. Reese, Mr. YoungConnor and Mr. Perry)Perry in fiscal year 2021). Eligible employees generally must be employed on December 31st31st to receive the employer contributions for that plan year. Restoration basic contributioncontribution: :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 Restorationrestoration basic contribution. Restoration matching contributioncontribution:: 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. Additional Company contributioncontribution:: Executive officers 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. 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 at leastby six months after the termination date. Potential Payments upon a Termination or Change in Control The Company does not have any employment agreements with its Named Executive Officers that require severance payments upon termination of their employment. The Company maintains the CIC Plan and Officer Severance Plan under which the Named Executive Officers may be eligible for severance payments upon termination of their employment. In addition, the Company’s equity award agreements include terms that apply in connection with certain terminations of employment. The following tables and footnotes quantify the treatment of compensation and value of benefits that each Named Executive Officer would receive under the Company’s compensation program upon various scenarios for termination of employment. The tables include the amounts that the Named Executive Officers would receive as of June 30, 20192021 under the SORP and the Executive Retiree Health Insurance Plan upon retirement, which amounts would be payable onupon any termination of employment.employment because those benefits are fully vested. Compensation amounts deferred under the ERSP have been earned and therefore are retained by the Named Executive Officers upon termination. Amounts deferred under the ERSP are not included in the following tables because they are reported in the Non-Qualified“Non-Qualified Deferred Compensation tableCompensation” on page 6983 of this Proxy Statement. Change in Control Severance Plan and Enhancement AgreementThe CIC Plan
The Company maintains the CIC Plan for the payment of certain benefits to executive officers, including our Named Executive Officers, except Mr. Connor, upon terminationcertain qualifying terminations of employment from Broadridge following a change in control. This section reflectsIn addition, the provisionsCompany’s equity award agreements include terms that apply in connection with certain terminations of the CIC Plan as in effect on June 30, 2019 and not the Amended CIC Plan approved in September 2019.employment. 84 | Broadridge 2021 Proxy Statement | | |
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The CIC Plan provides for the following severance benefits upon a termination without “cause” or for “good reason” (as defined below) within two years after a change in controlCIC (as defined below): Compensation:Compensation: The Named Executive Officers will receive 150% of their “current total annual compensation” (generally defined as (i) (a) the higher of (a) the two most recenthighest rate of annual salary during the calendar years’ base salary amounts,year of termination, or (b) the highest rate of annual salary during the calendar year immediately prior to the year of termination, plus (ii) plus the average annual cash incentive earned in the last two completed calendar years).
The plan also provides for the payment of a pro-rata annual bonus for the year of termination based on the average of the participant’s annual bonus for the two years prior to the year of termination. The equity award agreements for our Named Executive Officers granted while they are executive officers, provide for the following upon a termination without “cause” or for “good reason” within two years after a CIC: Stock Option Vesting:Vesting: 100% vesting of all unvested stock options. 70 Broadridge 2019 Proxy Statement
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RSU Vesting:Vesting 100% vesting of all: All unvested time-based RSUs wherewill vest in full. For performance-based RSUs, vesting restrictions would have lapsed within two years of termination. In addition, any stock that a participant would have been entitled to receive had performance goals been achieved atupon such termination (at target, in the Company’s performance-based RSU programs will be granted to the participant. The CIC Plan provides for the following severance benefits upon a termination of employment without cause or for good reason if the termination occurs betweenCIC is during the second and third anniversary of a change in control:
Compensation: The executive officers will receive 100% of their “current total annual compensation” (as defined above).
Stock Option Vesting: 100% vesting of all unvested stock options that would have vested within one year after termination.
RSU Vesting: 100% vesting of all unvested time-based RSUs where vesting restrictions would have lapsed within onefirst year of termination. In addition, in the case of performance-based RSUs for which the performance period, has ended, all earned but unvested stock for which vesting restrictions would have lapsed within oneor based on actual performance through the last completed fiscal quarter prior to the CIC, if the CIC occurs after the first year of termination, will vest.the performance period).
In addition, the Company will reduce the severance payments and benefits to the extent specified in the CIC Plan to avoid the imposition of the excise tax under Section 4999 of the Code. For purposes of the CIC Plan aand equity award agreements, “change in control” generally means: (A)is as defined in the acquisition of 35% or more of the total combined voting power of the Company’s then outstanding securities; (B) the merger, consolidation or other business combination of the Company, subject to certain exceptions; or (C) the sale of all or substantially all of the Company’s assets, subject to certain exceptions.2018 Omnibus Plan. For purposes of the CIC Plan and equity award agreements, “cause” generally means the occurrence of any of the following events after a change in controlCIC which is not cured within 15 days after a participant provides written notice thereof: (A) gross negligence or willful misconduct which is materially injurious to the Company monetarily or otherwise; (B) misappropriation or fraud with regard to the Company or its assets; or (C) conviction of, or the pleading of guilty or nolo contendere to, a felony involving the assets or business of the Company. For purposes of the CIC Plan and equity award agreements, “good reason” generally means the occurrence of any of the following events after a change in control which is not cured within 15 days after a participant providesCIC without the participant’s written notice thereof:consent: (A) material diminution inwith respect to the value and importance of a participant’s position, duties, responsibilities, or authority;authority as of the date immediately prior to the CIC; (B) a material reduction in athe participant’s aggregate compensation orand benefits; or (C) a failure of any successor or assign of the Company to assume in writing the obligations underof the CIC Plan.Plan; or (D) a change in the location of the participant’s primary worksite by more than fifty (50) miles from the location immediately prior to the CIC, which is not cured by the Company within 15 days after written notice. In the instance that an executive officer is due benefits or payments under both the Officer Severance Plan and the CIC Plan, such as in the event a termination without cause occurs within three years after a change in control, 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 below for the details on the Officer Severance Plan. Mr. Daly’s Enhancement Agreement
Mr. Daly entered into an Enhancement Agreement with the Company at the time of the Company’s spin-off from ADP, pursuant to which he is entitled to receive on an item-by-item basis, the greater of the benefits and payments under the Enhancement Agreement and the CIC Plan. Under the Enhancement Agreement, if a change in control occurs and Mr. Daly’s employment is terminated by the Company without “cause” or he resigns for “good reason” within two years after the change in control, he will receive a termination payment equal to 200% of his current total annual compensation (as defined above), or 150% of his current total annual compensation if the termination occurs between the second and third anniversary of the change in control.
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TABLE OF CONTENTS Executive Compensation
| | Executive Compensation | | | | |
Potential Change ofin Control Payments The following table sets forth the payments which each of our Named Executive Officers would have received assuming that the employment of each Named Executive Officer was terminated by the Company on June 30, 20192021 without “cause” or by the executive for “good reason” within two years following a change in control as well as between two and three years following a change in control. Name / Form of Compensation | Within 2
Years after a
Change in Control | Between 2 and 3
Years after a
Change in Control | Timothy C. Gokey | | | | | | | Cash(1) | $ | 3,110,893 | | $ | 3,110,893 | | Accelerated Vesting of Equity Awards(2) | $ | 11,152,883 | | $ | 5,147,331 | | SORP(3) | $ | 2,455,966 | | $ | 2,455,966 | | Total | $ | 16,719,742 | | $ | 10,714,190 | | Richard J. Daly | | | | | | | Cash(1) | $ | 5,668,138 | | $ | 4,251,104 | | Accelerated Vesting of Equity Awards(2) | $ | 26,141,399 | | $ | 25,061,171 | | SORP(3) | $ | 14,292,109 | | $ | 14,292,109 | | Health Coverage(4) | $ | 15,000 | | $ | 15,000 | | Total | $ | 46,116,646 | | $ | 43,619,384 | | James M. Young | | | | | | | Cash(1) | $ | 1,783,360 | | $ | 1,477,135 | | Accelerated Vesting of Equity Awards(2) | $ | 6,948,237 | | $ | 3,790,730 | | Total | $ | 8,731,597 | | $ | 5,267,865 | | Christopher J. Perry | | | | | | | Cash(1) | $ | 2,625,217 | | $ | 1,944,654 | | Accelerated Vesting of Equity Awards(2) | $ | 4,767,192 | | $ | 3,252,313 | | Total | $ | 7,392,409 | | $ | 5,196,967 | | Robert Schifellite | | | | | | | Cash(1) | $ | 2,185,767 | | $ | 1,675,737 | | Accelerated Vesting of Equity Awards(2) | $ | 4,777,029 | | $ | 4,241,716 | | SORP(3) | $ | 5,740,546 | | $ | 5,740,546 | | Health Coverage(4) | $ | 158,000 | | $ | 158,000 | | Total | $ | 12,861,342 | | $ | 11,815,999 | | Adam D. Amsterdam | | | | | | | Cash(1) | $ | 1,419,252 | | $ | 1,180,005 | | Accelerated Vesting of Equity Awards(2) | $ | 3,368,434 | | $ | 1,820,818 | | SORP(3) | $ | 2,467,828 | | $ | 2,467,828 | | Health Coverage(4) | $ | 216,000 | | $ | 216,000 | | Total | $ | 7,471,514 | | $ | 5,684,651 | |
| | Timothy C. Gokey | | | | | | | Cash(2) | | | $3,977,182 | | | | Vesting of Equity Awards(3) | | | $17,798,093 | | | | SORP(4) | | | $5,215,971 | | | | Health Coverage(5) | | | $175,000 | | | | Total | | | $27,166,246 | | | | Edmund J. Reese | | | | | | | Cash(2) | | | $1,269,044 | | | | Vesting of Equity Awards(3) | | | $1,357,057 | | | | Total | | | $2,626,101 | | | | Christopher J. Perry | | | | | | | Cash(2) | | | $2,521,209 | | | | Vesting of Equity Awards(3) | | | $4,350,231 | | | | Total | | | $6,871,440 | | | | Robert Schifellite | | | | | | | Cash(2) | | | $2,204,006 | | | | Vesting of Equity Awards(3) | | | $4,458,922 | | | | SORP(4) | | | $8,026,009 | | | | Health Coverage(5) | | | $95,000 | | | | Total | | | $14,783,937 | | | | Adam D. Amsterdam | | | | | | | Cash(2) | | | $1,427,632 | | | | Vesting of Equity Awards(3) | | | $3,130,748 | | | | SORP(4) | | | $3,617,871 | | | | Health Coverage(5) | | | $155,000 | | | | Total | | | $8,331,251 | | | | Matthew J. Connor | | | | | | | Cash(2) | | | $925,813 | | | | Vesting of Equity Awards(3) | | | $2,883,780 | | | | Total | | | $3,809,593 | |
(1)
| Mr. Young left the Company prior to June 30, 2021. |
(2)
| Represents “current total annual compensation” as detailed above. For Mr. Connor, represents salary continuation as provided under the Management Severance Plan and annual cash incentive award earned under the Bonus Plans. |
In the event of a termination of employment within two years following a change in control, base salaries and annual cash incentives are calculated based on the terms of the CIC Plan for all NEOs, except Mr. Gokey and Mr. Daly. The annual cash incentive is the multiple of the average annual cash incentive paid in 2017 and 2018 (the last two completed calendar years).
For Mr. Gokey, in the event of a termination of employment within two years following a change in control, he will receive base salary and annual cash incentive payments as per the terms of the Officer Severance Plan.
In the event of a termination of employment between two and three years following a change in control, for all NEOs except Mr. Daly, the base salary and annual cash incentive amounts are calculated based on the Officer Severance Plan, as that plan provides the greater benefit.
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For Mr. Daly, in the event of a termination of employment following a change in control, base salary and annual cash incentive are calculated as per the Enhancement Agreement.
| (2)(3)
| Represents the aggregate value of all unvested stock options and performance-based RSUs vesting upon termination under the CIC Plan as detailed above for all NEOs, except Mr. Gokey,Connor, under the CIC Plan, based on the closing price of our Common Stock on the last trading dayJune 30, 2021 of fiscal year 2019 of $127.68$161.53 per share. Mr. Connor’s value is based on the treatment set forth in his award agreements. |
If Mr. Gokey was to terminate between two to three years after a change in control, he would receive continued vesting of outstanding equity as per the Officer Severance Plan.
If Mr. Daly or Mr. Schifellite were to terminate between two to three years after a change in control, 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. In addition, Mr. Daly is eligible for full vesting of his performance-based RSU awards upon termination because he has reached age 65 based on his award agreements.
| (3)(4)
| Mr. Daly is 100% vested in his SORP benefit and based on his age, he would commence receiving annual benefits at termination of employment that are actuarially increased for service over 65.Gokey, Mr. Schifellite isand Mr. Amsterdam are 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. Mr. Amsterdam is 100% vested in his SORP benefits and Mr. Gokey is 80% vested in his SORP benefits, but based on their ages, they would commence receiving annual benefits at age 60. Those benefits would then be reduced by an early retirement factor for commencement prior to age 65. Service credit and actuarial values are calculated as of June 30, 20192021 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the Mercer modified RP-2014SOA PRI-2012 retiree white collarwhite-collar mortality tables, adjusted to remove post-2007 projection factors with the SOA generational mortality improvement projection scale MP-2018,MP-2020, and a 3.76%2.90% discount rate. |
| (4)(5)
| Based on age and service, Mr. Daly,Gokey, Mr. Schifellite and Mr. Amsterdam 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 spouse reach age 65. Actuarial values are calculated as of June 30, 20192021 (measurement date for the last fiscal year) and are based on Mercer modified RP-2014the SOA PRI-2012 retiree white collarwhite-collar mortality tables, adjusted to remove post-2007 projection factors with the SOA generational mortality improvement projection scale MP-2018,MP-2020, and a 3.21%1.95% discount rate. |
86 | Broadridge 2021 Proxy Statement | | |
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In the event of a termination without “cause” (as defined below) that is not covered under the CIC Plan, executive officers would be eligible to receive severance benefits under the Officer Severance Plan instead of the CIC Plan. Upon a qualifying termination under the Officer Severance Plan, the executive officers would be eligible to receive: Continued payment of base salary of 24 months for the CEO and 18 months for the other Named Executive Officers Payment of a cash incentive award for the fiscal year of termination on the normal payment date based on actual performance, pro-rated for the Named Executive Officers other than the CEO, who is eligible for a full year’s cash incentive award Continued vesting during the severance period of equity awards granted after the effective date of the Officer Severance Plan, with proration of performance-based restricted stock and RSUs if the termination occurs prior to the end of the performance period As a condition to receiving any severance payments under the Officer Severance Plan, executive officers will be required to enter into agreements that contain a general release of the Company and certain restrictive covenants, including non-competition provisions that will be in force during the severance period. For purposes of the Officer Severance Plan, “cause” generally means: (A) conviction of, or pleading nolo contendere to, a felony; (B) willful misconduct resulting in material harm to the Company; (C) fraud, embezzlement, theft or dishonesty resulting in material harm to the Company; (D) continuing failure to perform duties after written notice; or (E) material breach of any confidentiality, non-solicitation and/or non-competition agreements.agreements; or (F) violations of the Company’s Code of Conduct. Broadridge 2019 Proxy Statement 73
Broadridge 2021 Proxy Statement | 87 | | |
TABLE OF CONTENTS Executive Compensation
| | Executive Compensation | | | | |
Potential Payments upon Involuntary Termination without Cause The following table sets forth the payments which each of our Named Executive Officers would have received assuming that the employment of each Named Executive Officer was terminated by the Company on June 30, 20192021 without “cause.”Name / Form of Compensation | Involuntary
Termination
without
Cause | Timothy C. Gokey | | | | Cash(1) | $ | 3,110,893 | | Continued Vesting of Equity Awards(2) | $ | 9,293,384 | | SORP(3) | $ | 2,455,966 | | Total | $ | 14,860,243 | | Richard J. Daly | | | | Cash(1) | $ | 2,333,140 | | Continued Vesting of Equity Awards(2) | $ | 25,061,171 | | SORP(3) | $ | 14,292,109 | | Health Coverage(4) | $ | 15,000 | | Total | $ | 41,701,420 | | James M. Young | | | | Cash(1) | $ | 1,477,135 | | Continued Vesting of Equity Awards(2) | $ | 3,790,730 | | Total | $ | 5,267,865 | | Christopher J. Perry | | | | Cash(1) | $ | 1,944,654 | | Continued Vesting of Equity Awards(2) | $ | 3,252,313 | | Total | $ | 5,196,967 | | Robert Schifellite | | | | Cash(1) | $ | 1,675,737 | | Continued Vesting of Equity Awards(2) | $ | 4,241,716 | | SORP(3) | $ | 5,740,546 | | Health Coverage(4) | $ | 158,000 | | Total | $ | 11,815,999 | | Adam D. Amsterdam | | | | Cash(1) | $ | 1,180,005 | | Continued Vesting of Equity Awards(2) | $ | 1,820,818 | | SORP(3) | $ | 2,467,828 | | Health Coverage(4) | $ | 216,000 | | Total | $ | 5,684,651 | |
| | Timothy C. Gokey | | | | | | | Cash(2) | | | $3,464,550 | | | | Vesting of Equity Awards(3) | | | $15,673,069 | | | | SORP(4) | | | $5,215,971 | | | | Health Coverage(5) | | | $175,000 | | | | Total | | | $24,528,590 | | | | Edmund J. Reese | | | | | | | Cash(2) | | | $1,269,044 | | | | Vesting of Equity Awards(3) | | | $842,632 | | | | Total | | | $2,111,676 | | | | Christopher J. Perry | | | | | | | Cash(2) | | | $2,028,085 | | | | Vesting of Equity Awards(3) | | | $1,752,925 | | | | Total | | | $3,781,010 | | | | Robert Schifellite | | | | | | | Cash(2) | | | $1,985,725 | | | | Vesting of Equity Awards(3) | | | $3,922,271 | | | | SORP(4) | | | $8,026,009 | | | | Health Coverage(5) | | | $95,000 | | | | Total | | | $14,029,005 | | | | Adam D. Amsterdam | | | | | | | Cash(2) | | | $1,265,092 | | | | Vesting of Equity Awards(3) | | | $2,781,685 | | | | SORP(4) | | | $3,617,871 | | | | Health Coverage(5) | | | $155,000 | | | | Total | | | $7,819,648 | | | | Matthew J. Connor | | | | | | | Cash(2) | | | $925,813 | | | | Vesting of Equity Awards(3) | | | $1,575,117 | | | | Total | | | $2,500,930 | |
(1)
| Mr. Young left the Company prior to June 30, 2021. |
(2)
| Represents base salary continuation for 24 months for Mr. Gokey or 18 months for other Named Executive Officers, except Mr. Connor because he is no longer an officer, and annual cash incentive award based on actual financial achievement for fiscal year 2019.2021. For Mr. Connor, represents salary continuation as provided under the Management Severance Plan for the Company's non-officer executives and annual cash incentive award earned under the Bonus Plans. |
(3)
| (2) | RepresentsFor Mr. Gokey, Mr. Reese, and Mr. Perry, represents the aggregate value of all unvested stock options and performance-based RSUs assuming performance at target that are eligible to vest upon termination under the Officer Severance Plan as detailed above, based on the closing price of our Common Stock on the last trading dayJune 30, 2021 of fiscal year 2019 of $127.68$161.53 per share. IfFor Mr. Daly orSchifellite and Mr. SchifelliteAmsterdam, 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. In addition, Mr. DalyConnor’s value is eligible for full vesting ofbased on the treatment set forth in his performance-based RSU awards upon termination because he has reached age 65.award agreements. |
88 | (3)Broadridge 2021 Proxy Statement | | |
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(4)
| Mr. Daly is 100% vested in his SORP benefit and based on his age, he would commence receiving annual benefits at termination of employment that are actuarially increased for service over age 65.Gokey, Mr. Schifellite isand Mr. Amsterdam are 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. Mr. Amsterdam is 100% vested in his SORP benefits and Mr. Gokey is 80% vested in his SORP benefits, but based on their ages, they would commence receiving annual benefits at age 60. Those benefits would then be reduced by an early retirement factor for commencement prior to age 65. Service credit and actuarial values are calculated as of June 30, 20192021 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the Mercer modified RP-2014SOA PRI-2012 retiree white collarwhite-collar mortality tables, adjusted to remove post-2007 projection factors with the SOA generational mortality improvement projection scale MP-2018,MP-2020, and a 3.76%2.90% discount rate. |
| (4)(5)
| Based on age and service, Mr. Daly,Gokey, Mr. Schifellite and Mr. Amsterdam 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 spousesspouse reach age 65. Actuarial values are calculated as of June 30, 20192021 (measurement date for the last fiscal year) and are based on Mercer modified RP-2014the SOA PRI-2012 retiree white collarwhite-collar mortality tables, adjusted to remove post-2007 projection factors with the SOA generational mortality improvement projection scale MP-2018,MP-2020, and a 3.21%1.95% discount rate. |
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Payments upon Other Termination of Employment Scenarios The following table sets forth the payments which each of our Named Executive Officers would have received under various other termination scenarios under arrangements in effect on June 30, 2019.2021. All equity grants are governed by equity agreements, which provide for accelerated or continued vesting of outstanding awards for certain other termination of employment scenarios. In the case of Death or Permanent Disability, all unvested stock options vest in full and unvested performance-based RSUs 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, 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. Stock options continue to vest and are exercisable for a period of 36 months following a retirement. In the case of performance-based RSUs, 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 on the original vesting date based on actual performance for the entire performance period. Name / Form of Compensation | Death | Disability | Voluntary
Termination or
Involuntary
Termination
with Cause | Retirement | Timothy C. Gokey | | | | | | | | | | | | | Vesting of Equity Awards(1) | $ | 10,825,767 | | $ | 10,825,767 | | | — | | | — | | SORP(2) | $ | 1,227,983 | | $ | 4,592,228 | | $ | 2,455,966 | | $ | 2,455,966 | | Total | $ | 12,053,750 | | $ | 15,417,995 | | $ | 2,455,966 | | $ | 2,455,966 | | Richard J. Daly | | | | | | | | | | | | | Vesting of Equity Awards(1) | $ | 25,134,643 | | $ | 25,134,643 | | | — | (4) | $ | 25,061,171 | | SORP(2) | $ | 7,146,054 | | $ | 14,292,109 | | $ | 14,292,109 | | $ | 14,292,109 | | Health Coverage(3) | | — | | $ | 15,000 | | $ | 15,000 | | $ | 15,000 | | Total | $ | 32,280,697 | | $ | 39,441,752 | | $ | 14,307,109 | | $ | 39,368,280 | | James M. Young | | | | | | | | | | | | | Vesting of Equity Awards(1) | $ | 6,707,687 | | $ | 6,707,687 | | | — | | | — | | Total | $ | 6,707,687 | | $ | 6,707,687 | | | — | | | — | | Christopher J. Perry | | | | | | | | | | | | | Vesting of Equity Awards(1) | $ | 4,649,854 | | $ | 4,649,854 | | | — | | | — | | Total | $ | 4,649,854 | | $ | 4,649,854 | | | — | | | — | | Robert Schifellite | | | | | | | | | | | | | Vesting of Equity Awards(1) | $ | 4,609,257 | | $ | 4,609,257 | | | — | | $ | 4,241,716 | | SORP(2) | $ | 2,870,273 | | $ | 7,289,583 | | $ | 5,740,546 | | $ | 5,740,546 | | Health Coverage(3) | | — | | $ | 158,000 | | $ | 158,000 | | $ | 158,000 | | Total | $ | 7,479,530 | | $ | 12,056,840 | | $ | 5,898,546 | | $ | 10,140,262 | | Adam D. Amsterdam | | | | | | | | | | | | | Vesting of Equity Awards(1) | $ | 3,251,096 | | $ | 3,251,096 | | | — | | | — | | SORP(2) | $ | 1,233,914 | | $ | 3,559,963 | | $ | 2,467,828 | | $ | 2,467,828 | | Health Coverage(3) | | — | | $ | 216,000 | | $ | 216,000 | | $ | 216,000 | | Total | $ | 4,485,010 | | $ | 7,027,059 | | $ | 2,683,828 | | $ | 2,683,828 | |
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TABLE OF CONTENTS | | Executive Compensation | | | | |
| | Timothy C. Gokey | | | | | | | | | | | | | | | | Cash | | | — | | | — | | | — | | | — | | | | Vesting of Equity Awards(2) | | | $17,410,905 | | | $17,410,905 | | | — | | | — | | | | SORP(3) | | | $2,607,985 | | | $6,954,627 | | | $5,215,971 | | | $5,215,971 | | | | Health Coverage(4) | | | — | | | $175,000 | | | $175,000 | | | $175,000 | | | | Total | | | $20,018,890 | | | $24,540,532 | | | $5,390,971 | | | $5,390,971 | | | | Edmund J. Reese | | | | | | | | | | | | | | | | Cash | | | — | | | — | | | — | | | — | | | | Vesting of Equity Awards(2) | | | $1,357,057 | | | $1,357,057 | | | — | | | — | | | | Total | | | $1,357,057 | | | $1,357,057 | | | — | | | — | | | | Christopher J. Perry | | | | | | | | | | | | | | | | Cash | | | — | | | — | | | — | | | — | | | | Vesting of Equity Awards(2) | | | $4,292,564 | | | $4,292,564 | | | — | | | — | | | | Total | | | $4,292,564 | | | $4,292,564 | | | — | | | — | | | | Robert Schifellite | | | | | | | | | | | | | | | | Cash | | | — | | | — | | | — | | | — | | | | Vesting of Equity Awards(2) | | | $4,370,403 | | | $4,370,403 | | | — | | | $3,922,271 | | | | SORP(3) | | | $4,013,004 | | | $8,917,788 | | | $8,026,009 | | | $8,026,009 | | | | Health Coverage(4) | | | — | | | $95,000 | | | $95,000 | | | $95,000 | | | | Total | | | $8,383,407 | | | $13,383,191 | | | $8,121,009 | | | $12,043,280 | | | | Adam D. Amsterdam | | | | | | | | | | | | | | | | Cash | | | — | | | — | | | — | | | — | | | | Vesting of Equity Awards(2) | | | $3,067,106 | | | $3,067,106 | | | — | | | $2,781,685 | | | | SORP(3) | | | $1,808,935 | | | $4,522,338 | | | $3,617,871 | | | $3,617,871 | | | | Health Coverage(4) | | | — | | | $155,000 | | | $155,000 | | | $155,000 | | | | Total | | | $4,876,041 | | | $7,744,444 | | | $3,772,871 | | | $6,554,556 | | | | Matthew J. Connor | | | | | | | | | | | | | | | | Cash | | | — | | | — | | | — | | | — | | | | Vesting of Equity Awards(2) | | | $3,085,432 | | | $3,085,432 | | | — | | | — | | | | Total | | | $3,085,432 | | | $3,085,432 | | | — | | | — | |
(1)
| Mr. Young left the Company prior to June 30, 2021. |
(2)
| Represents the aggregate value of all unvested stock options and performance-based RSUs with accelerated vesting upon termination based on the closing price of our Common Stock on the last trading dayJune 30, 2021 of fiscal year 2019 of $127.68$161.53 per share. For a termination due to retirement, Mr. Schifellite and Mr. Amsterdam 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.” |
For a termination due to Retirement:
Mr. Daly is eligible for retirement treatment of all of his outstanding awards because he is over age 65. Accordingly, Mr. Daly’s performance-based RSU awards granted in 2017 and 2018 will vest in full regardless of termination reason (unless for cause) as per the terms of the award agreements.
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(3)
| Mr. Gokey, Mr. Schifellite would not qualify for retirement treatment of his awards if he were to voluntarily terminate employment or if the Company terminated his employment with “cause,” but he would qualify for retirement treatment on his awards if the Company involuntarily terminated his employment without “cause.”Mr. Gokey, Mr. Young, Mr. Perry and Mr. Amsterdam are not eligible for retirement treatment of their equity awards due to their ages.
| (2) | Mr. Daly is 100% vested in his SORP benefit and based on his age, he would commence receiving annual benefits at termination of employment that are actuarially increased for service over age 65. Mr. Schifellite 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. Mr. Amsterdam is 100% vested in his SORP benefits and Mr. Gokey is 80% vested in his SORP benefits, but based on their ages, they would commence receiving annual benefits at age 60. Those benefits would then be reduced by an early retirement factor for commencement prior to age 65. Service credit and actuarial values are calculated as of June 30, 20192021 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the Mercer modified RP-2014SOA PRI-2012 retiree white collarwhite-collar mortality tables, adjusted to remove post-2007 projection factors with the SOA generational mortality improvement projection scale MP-2018,MP-2020, and a 3.76%2.90% discount rate. |
| (3)(4)
| Based on age and service, Mr. Daly,Gokey, Mr. Schifellite and Mr. Amsterdam 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 spousesspouse reach age 65. Actuarial values are calculated as of June 30, 20192021 (measurement date for the last fiscal year) and are based on Mercer modified RP-2014the SOA PRI-2012 retiree white collarwhite-collar mortality tables, adjusted to remove post-2007 projection factors with the SOA generational mortality improvement projection scale MP-2018,MP-2020, and a 3.21%1.95% discount rate. |
90 | (4)Broadridge 2021 Proxy Statement | | For Mr. Daly, due to his age a voluntary termination would be considered a “retirement” for purposes of his equity awards. Please see the retirement column for treatment of his equity awards. |
TABLE OF CONTENTS | | Executive Compensation | | | | |
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. We utilized Mr. Gokey’s CEO compensation for purposes of this analysis because he was our CEO on the date on which the median employee was selected. 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. | • | The 2021 annual total compensation of Mr. Gokey was $10,267,741, which was determined by adding the Company’s cost of benefits for Mr. Gokey to the “Total” compensation shown for our CEO in “Summary Compensation” on page 76 of this Proxy Statement. |
The 2019 annual total compensation of Mr. Gokey was $7,399,052, which was determined by annualizing Mr. Gokey’s base salary to reflect a full year at his CEO base salary of $875,000, and we added the Company’s cost of benefits for Mr. Gokey. The 20192021 annual total compensation of our median compensated employee was $69,912$68,487 including the Company’s cost of benefits for the median employee.
Accordingly, the ratio of Mr. Gokey’s annual total compensation to the annual total compensation of our median compensated employee for fiscal year 20192021 was 105.8approximately 150 to 1. The pay ratio was calculated in a manner consistent with Item 402(u) of SEC Regulation S-K and is based upon our reasonable judgment and assumptions. Calculating the CEO Pay Ratio
Determining our Global Employee Population To calculate this pay ratio, we determined our median compensated employee by collecting compensation data for all 11,31712,494 Broadridge employees, excluding employees in countries that, in the aggregate, comprise less than five percent of our global employee population (considered “de minimis” under SEC rules). Applying the de minimis exemption, we excluded a total of 466543 employees in the following jurisdictions, which constituted all of our employees in each referenced jurisdiction: Australia (25)(22), Belgium (1)(3), Czech Republic (22)Czechia (18), France (1)(3), Germany (40)(42), Hong Kong (26)(32), Ireland (75), Israel (19)(150), Japan (49)(41), The Netherlands (6)(8), Poland (28)(52), Russia (134)(129), and Singapore (38) and South Africa (2)(43). We also excluded from this population independent contractors and temporary workers who are paid through a third party. In total, we collected compensation data for employees in four countries, comprising over 95% of our global employee population. These four countries are: the U.S., Canada, United Kingdom, and India. Our calculation was comprised of a population of 10,85111,951 globally (after excluding the 466543 non-U.S. employees described above), of which 6,4876,728 were in the U.S. and 4,3645,223 were located outside the U.S. 76 Broadridge 2019 Proxy Statement
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Determining the Median Compensated Employee To identify our median compensated employee, we used total cash compensation and employer cost for health benefits as our compensation measure, which, for these purposes, included base salary, cash incentive payments, cash commissions and other similar payments, as well as the estimated employer cost for health benefits for those participating in our benefit programs. We determined the median compensated employee from our active, global employee population as described above as of April 30, 2019,2021, using total cash compensation earned and paid from May 1, 20182020 through April 30, 2019.2021. We annualized total cash compensation for permanent employees hired during the period and did not make any cost-of-living adjustments. In addition, we used the estimated employer health benefits cost for the month of April 20192020 and annualized for all participating employees. Any compensation paid in a foreign currency was converted to U.S. Dollarsdollars using a 12-month average through April 30, 2019.2021. Broadridge 2021 Proxy Statement | 91 | | |
TABLE OF CONTENTS | | Executive Compensation | | | | |
Our “median compensated employee” is an individual who earned total cash compensation and health benefits at the midpoint, that is, the point at which half of the global employee population earned more total cash compensation and benefits and half of the global employee population earned less total cash compensation and health benefits.
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“Summary Compensation” on page 6376 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 2019. For purposes of calculating the pay ratio, we annualized Mr. Gokey’s base salary to reflect a full year as CEO.Equity Compensation Plan Information
2021.| | Equity Compensation Plan Information | | | | |
The following table sets forth certain information related to the Company’s equity compensation plans as of June 30, 2019. 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) | | 4,201,614 | (2)(3) | $ | 63.85 | | | 9,255,930 | (4) | Equity compensation plans not approved by security holders | | — | | | — | | | — | | Total | | 4,201,614 | | $ | 63.85 | | | 9,255,930 | |
2021. | | Equity compensation plans approved by security holders(1) | | | 3,203,682 (2) | | | $88.33 | | | 7,911,249 (3) | | | | Equity compensation plans not approved by security holders | | | — | | | — | | | — | | | | Total | | | 3,203,682 | | | $88.33 | | | 7,911,249 | |
| (1)
| The 2018 Omnibus Plan. |
| (2)
| This amount consists of stock options which have an average remaining term as of June 30, 20192021 of 6.626.31 years. This amount does not include 819,299outstanding unvested awards of: (i) 761,337 time-based RSUsRSUs; and 325,777(ii) 247,580 performance-based RSUs. |
| (3) | Includes 2,433,913 shares which were rolled over from the Company’s 2007 Omnibus Award Plan into the 2018 Omnibus Plan. |
| (4)
| 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. |
Broadridge 2019 Proxy Statement 77
92 | Broadridge 2021 Proxy Statement | | |
TABLE OF CONTENTS Report of the Audit Committee
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, 2019 with management;
| | •Report of the Audit Committee | | | | 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, 2021 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 Public Company Accounting Oversight Board (“PCAOB(“PCAOB””), as may be modified or supplemented; | |
Received from the independent registered public accountants written disclosures and the letter regarding the independence of the independent registered public accountants required by the PCAOB, and has discussed with the independent registered accountants their independence from the Company and its management;
| | • Received from the independent registered public accountants written disclosures and the letter regarding the independence of the independent registered public accountants 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.comwww.broadridge-ir.com under the heading “Corporate Governance;”“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 7995 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, 2021, be included in the 2021 Form 10-K. | | | | | | | Audit Committee of the Board of Directors* | | | | | | | Pamela L. Carter, Chair
Robert N. Duelks
Brett A. Keller
Maura A. Markus
Thomas J. Perna
Alan J. Weber
Amit K. Zavery | | | | * Melvin L. Flowers and Annette L. Nazareth were appointed to the Audit Committee in August 2021, therefore they did not attend any Audit Committee meetings during fiscal year 2021. | |
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, 2019, be included in the 2019 Form 10-K.
Audit Committee of the Board of Directors
Pamela L. Carter, Chair
Robert N. Duelks
Brett A. Keller
Stuart R. Levine
Maura A. Markus
Thomas J. Perna
Alan J. Weber
Broadridge 2021 Proxy Statement | 93 | | |
78 Broadridge 2019 Proxy Statement
TABLE OF CONTENTS Proposal 3 — 3—Ratification of Appointment of Independent Registered Public Accountants| |
| | | The Audit Committee of the Board of Directors 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, 2022. | | | | | | | | |
The Audit Committee of the Board of Directors 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, 2020. In determining whether to reappoint Deloitte & Touche LLP as the independent registered public accountants for the upcoming fiscal year, 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 and Touche LLP’s communications with the Audit Committee, and feedback from management regarding Deloitte and 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 and 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. 94 | Broadridge 2021 Proxy Statement | | |
TABLE OF CONTENTS | | 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, 20192021 and 2018. | Fiscal Years ended June 30, | Type of Fees ($ in thousands) | 2019 | 2018 | Audit Fees(1) | $ | 4,582 | | $ | 4,771 | | Audit-Related Fees(2) | | 4,429 | | | 4,187 | | Tax Fees(3) | | 352 | | | 671 | | All Other Fees(4) | | — | | | — | | Total Fees(5) | $ | 9,362 | | $ | 9,629 | |
2020. | | Audit Fees(1) | | | $ 5,158 | | | $ 5,028 | | | | Audit-Related Fees(2) | | | $5,597 | | | $4,198 | | | | Tax Fees(3) | | | $528 | | | $523 | | | | All Other Fees(4) | | | $249 | | | — | | | | Total Fees(5) | | | $ 11,532 | | | $ 9,750 | |
| (1)
| Audit Fees include professional services and expenses with respect to the auditaudits of the 2019 Consolidated Financial Statementsfiscal years 2021 and 2020 consolidated financial statements 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.). |
| (2)
| Audit-Related Fees include professional services performed by the Company for ourits 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. |
| (3)
| Tax Fees include 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 filing with both the U.S. and Canadian tax authorities the intercompany cross border documentation requirements as part of the U.S. and Canada advance pricing agreement. |
| (4)
| All Other Fees include any fees not included in the Audit, Audit-Related, or Tax Fees categories. |
| (5)
| Amounts may not sum due to rounding. |
Broadridge 2019 Proxy Statement 79
TABLE OF CONTENTS
Proposal 3 — Ratification of Appointment of Independent Registered
Public Accountants
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 and Touche LLP as our independent registered public accountants for the fiscal year ended 2020.2022. 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 be present atattend the 20192021 Annual Meeting, with an opportunity to make a statement should they choose to do so, and to be available to respond to questions, as appropriate.questions. Broadridge 2021 Proxy Statement | 95 | | |
TABLE OF CONTENTS | | Proposal 3—Ratification of Appointment of Independent Registered Public Accountants | | | | |
The proposal to ratify the appointment of Deloitte & Touche LLP as independent registered public accountants will require the affirmative vote of a majority of the votes cast at the 20192021 Annual Meeting, in person or by proxy, and entitled to vote, provided that a quorum is present. Abstentions will be included in determining whether a quorum is present. In determining whether the proposal has received the requisite number of affirmative votes, abstentions will have no effect on the outcome of the vote. Pursuant to NYSE regulations, brokers have discretionary voting power with respect to this proposal. Recommendation of the Board of Directors The Board of Directors 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, 2020
| | The Board of Directors 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, 2022 | |
80 Broadridge 2019 Proxy Statement
96 | Broadridge 2021 Proxy Statement | | |
TABLE OF CONTENTS | | Submission of Stockholder Proposals and Director Nominations | | | | |
Submission of Stockholder Proposals and Director Nominations
Proposals to be Included in 20202022 Proxy Statement Any stockholder who desires to have a proposal considered for presentation at the 20202022 annual meeting of stockholders (the “ 20202022 Annual Meeting”) and included in the proxy statement and form of proxy used in connection with our 20202022 Annual Meeting, must submit the proposal in writing via mail or email to our Secretary so that it is received no later than June 4, 2020.7, 2022. The proposal must also comply with the requirements of Rule 14a-8 under the Exchange Act.
Proxy Access Nominations to be Included in 20202022 Proxy Statement Any stockholder (or group of up to 50 stockholders) meeting the Company’s continuous ownership requirements of three percent or more of the outstanding shares of Common Stock for at least three years who wishes to nominate a candidate or candidates for election in connection with our 20202022 Annual Meeting and require the Company to include such nominees in the proxy statement and form of proxy, must submit such nomination and request no earlier than June 17, 202022, 2022 and no later than July 17, 2020.22, 2022. However, if we do not hold our 20202022 Annual Meeting between October 15, 202019, 2022 and December 14, 2020,18, 2022, or if we do not hold our 20192021 Annual Meeting, notice of any director nomination must be delivered (i) not earlier than 130 days and not later than 90 days prior to our 20202022 Annual Meeting, or (ii) no later than 10 days after the date we provide notice of the 20202022 Annual Meeting to stockholders by mail or announce it publicly.
Nominations or Proposals Not Included in 20202022 Proxy Statement If a stockholder seeks to nominate a candidate for election or to propose business for consideration at our 20202022 Annual Meeting but not have it included in our proxy statement for the 20202022 Annual Meeting, we must receive notice of the proposal or director nomination no earlier than June 17, 202022, 2022 and no later than July 17, 2020.22, 2022. However, if we do not hold our 20202022 Annual Meeting between October 15, 202019, 2022 and December 14, 2020,18, 2022, or if we do not hold our 20202021 Annual Meeting, notice of any proposal or director nomination must be delivered (i) not earlier than 130 days and not later than 90 days prior to our 20192022 Annual Meeting, or (ii) no later than 10 days after the date we provide notice of the 20192022 Annual Meeting to stockholders by mail or announce it publicly. If we hold a special meeting of stockholders to elect directors, we must receive a stockholder’s notice of intention to introduce a nomination not less than the later of (i) 90 days nor more than 130 days prior to the special meeting, or (ii) 10 days after the date we provide notice of the special meeting to stockholders or announce it publicly. Our By-laws contain provisions on the process by which a stockholder may nominate a director candidate, including the information required to be included in the notice of proposed nomination. If the notice is not received between these dates andor does not satisfy the additional notice requirements, the notice will be considered untimely and will not be acted upon at our 20202022 Annual Meeting. Proxies solicited by the Board of Directors for the 20202022 Annual Meeting may give discretionary authority to vote on any untimely stockholder proposal or director nomination without express direction from stockholders giving such proxies. Proposals, nominations and notices should be directed to the attention of the Company’s Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042.11042, or by emailing our Secretary at CorporateSecretary@broadridge.com. Broadridge 2019 Proxy Statement 81
Broadridge 2021 Proxy Statement | 97 | | |
TABLE OF CONTENTS | | About the Annual Meeting and These Proxy Materials | | | | |
About the Annual Meeting and These Proxy MaterialsWhat matters will be voted on at the Annual Meeting? The following matters will be voted on at the Annual Meeting: | | ProposalPROPOSAL 1
| | | Election of 10the 11 nominees listed in this Proxy Statement to the Board of Directors to serve until the 20202022 Annual Meeting and until their successors are duly elected and qualified | | | | | | | PROPOSAL 2 | | | Proposal 2
| Advisory vote to approve the compensation of our Named Executive Officers as presented in this Proxy Statement | | | | | | | PROPOSAL 3 | | | Proposal 3
| Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 20202022 | | | |
| | | Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof
|
In addition, the Board may transact such other business as may properly come before the meeting and any adjournment or postponement thereof. We do not expect any other items of business to be brought before the Annual Meeting because the deadlines for stockholder proposals and director nominations have already passed. Nonetheless, in case there is an unforeseen need, your proxy gives discretionary authority to the persons named on the proxy card to vote your shares with respect to any other matters that might be brought before the Annual Meeting. Those persons intend to vote the proxy in accordance with their best judgment. When will the Annual Meeting take place? The 20192021 Annual Meeting will take place on Thursday, November 14, 2019,18, 2021, at 9:00 a.m. Eastern Time. How can I attend the Annual Meeting? The Annual Meeting will be a completely virtual meeting. You will be able to attend online, vote, and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/BR19virtualshareholdermeeting.com/BR21. Why a virtual meeting? We are excited to embrace the latest technology
The 2021 Annual Meeting will be our 13th completely virtual meeting of stockholders. Virtual meetings have allowed us to provide expanded access, improved communication, and cost savings for our stockholders and the Company. Hosting a virtual meeting enables increased stockholder attendance and participation since stockholders can participate from any location around the world. What if I have technical difficulties or trouble accessing the virtual meeting website? We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the meeting, please call toll free: 1-855-449-0991,1-844-976-0738, or if calling internationally, please call: 1-720-378-5962.1-303-562-9301. Who may vote at the Annual Meeting? Holders of our Common Stock at the close of business on September 19, 201923, 2021 (the “ Record Date”) may vote at the Annual Meeting. We refer to the holders of our Common Stock as “ stockholders” throughout this Proxy Statement. Each stockholder is entitled to one vote for each share of Common Stock held as of the Record Date. Stockholders at the close of business on the Record Date may examine a list of all stockholders as of the Record Date for any purpose germane to the Annual Meeting for 10 days preceding the Annual Meeting, at our offices at 5 Dakota Drive, Lake Success, New York 11042 and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/BR19virtualshareholdermeeting.com/BR21 when you enter the Control Number we have provided to you. Dissenters’ rights are not applicable to any of the matters being voted upon at the 20192021 Annual Meeting. 82 Broadridge 2019 Proxy Statement
98 | Broadridge 2021 Proxy Statement | | |
TABLE OF CONTENTS About the Annual Meeting and These Proxy Materials
| | About the Annual Meeting and These Proxy Materials | | | | |
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Stockholders of Record. You are a stockholder of record or registered stockholder if, at the close of business on the Record Date, your shares were registered directly in your name with Broadridge Corporate Issuer Solutions, Inc., our transfer agent.
Beneficial Owner. You are a beneficial owner, if at the close of business on the Record Date, your shares were held by a brokerage firm, by a bank or other nominee and not in your name. Being a beneficial owner means that, like most of our stockholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker, bank or nominee with instructions on how to vote your shares, your broker, bank or nominee will be able to vote your shares with respect to some of the proposals in this Proxy Statement, but not all. Please see the section entitled “What if I submit a proxy, but do not specify how my shares are to be voted?” for additional information.What do I need to do to attend the virtual Annual Meeting? Broadridge will be hosting the Annual Meeting online. A summary of the information you need to attend the Annual Meeting online is provided below: | • | Any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/BR19 |
Any stockholder can attend the Annual Meeting by visiting virtualshareholdermeeting.com/BR21 We encourage you to access the Annual Meeting online prior to its start time The Annual Meeting starts at 9:00 a.m. Eastern Time Stockholders may vote electronically and submit questions online while attending the Annual Meeting Please have the Control Number we have provided to you to join the Annual Meeting Instructions on how to attend and participate in the Annual Meeting, including how to demonstrate proof of stock ownership, are available at virtualshareholdermeeting.com/BR21 | • | Instructions on how to attend and participate in the Annual Meeting, including how to demonstrate proof of stock ownership, are available at www.virtualshareholdermeeting.com/BR19 |
Questions regarding how to attend and participate in the Annual Meeting will be answered by calling 1-855-449-09911-844-976-0738 on the day of the Annual Meeting A replay of the Annual Meeting will be available on our website through November 13, 202017, 2022 If I am unable to attend the virtual Annual Meeting, can I listen to the Annual Meeting by telephone? Yes. Stockholders unable to access the Annual Meeting online will be able to call 1-877-328-2502 (domestically) or 1-412-317-5419 (internationally) and listen to the Annual Meeting if they provide their Control Number. Although stockholders accessing the Annual Meeting by telephone will be able to listen to the Annual Meeting and may ask questions during the Annual Meeting, you will not be considered present at the Annual Meeting and will not be able to vote unless you also attend the Annual Meeting online.
Why did I receive a Notice in the mail regarding the Internet Availability of Proxy Materials instead of a full set of printed proxy materials?Under rules adopted by the SEC, we are making this Proxy Statement available to our stockholders primarily through the Internet (“ Notice and Access”). On or about October 2, 2019,5, 2021, we will mail the Notice regarding the Internet Availability of Proxy Materials (the “ Notice of Internet Availability”) to stockholders of our Common Stock at the close of business on the Record Date, other than those stockholders who previously requested electronic or paper delivery of communications from us. The Notice of Internet Availability contains instructions on how to access an electronic copy of our proxy materials, including this 20192021 Proxy Statement and our 20192021 Annual Report to Stockholders. The Notice of Internet Availability also contains instructions on how to request a paper copy of the proxy materials. We believe that this process will allow us to provide you with the information you need in a timely manner, while conserving natural resources and lowering the costs of printing and distributing our proxy materials. Broadridge 2019 Proxy Statement 83
Broadridge 2021 Proxy Statement | 99 | | |
TABLE OF CONTENTS About the Annual Meeting and These Proxy Materials
| | About the Annual Meeting and These Proxy Materials | | | | |
Can I vote my shares by filling out and returning the Notice regarding theof Internet Availability of Proxy Materials?Availability? No. The Notice of Internet Availability only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availabiliy and returning it. The Notice of Internet Availability provides instructions on how to cast your vote. For additional information, please see the section entitled “ How do I vote my shares and what are the voting deadlines?”
Why didn’t I receive a Notice of Internet Availability in the mail regarding the Internet Availability of the Proxy Materials?We are providing some of our stockholders, including stockholders who have previously asked to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of a Notice of Internet Availability. In addition, we are providing the proxy materials by e-mail to those stockholders who have previously elected delivery of the proxy materials electronically. Those stockholders should have received an e-mail containing a link to the website where those materials are available and a link to the proxy voting website. Can I choose to receive future proxy materials by e-mail? Yes. If you receive your proxy materials by mail, we encourage you to elect to receive future copies of proxy statements and annual reports by e-mail. To enroll in the online program, go to https://enroll.icsdelivery.com/BR and follow the enrollment instructions that apply depending on whether you are a stockholder of record (or registered stockholder) or beneficial owner of Common Stock. Upon completion of enrollment, you will receive an e-mail confirming the election to use the electronic delivery services. The enrollment in the online program will remain in effect for as long as your account is active or until enrollment is cancelled. Enrolling to receive proxy materials online will save Broadridge the cost of printing and mailing documents, as well as help preserve our natural resources. How do I vote my shares and what are the voting deadlines?
Stockholders of Record.If you are a stockholder of record, there are several ways for you to vote your shares: | • | | | | | | | | | | | | | | | By Internet Using your Computer or Mobile Device Before the Meeting Date: Go to www.proxyvote.com/proxyvote.com/BR and vote until 11:59 p.m. Eastern Time on November 13, 2019.17, 2021. Have your proxy card in hand when you access the website and follow the instructions on the website. | | | |
By Telephone: Call 1-800-690-6903 to vote by telephone until 11:59 p.m. Eastern Time on November 13, 2019. Have your proxy card in hand when you call and then follow the instructions.
By Mail: If you received paper copies in the mail of the proxy materials and proxy card, mark, sign and date your proxy card and return it in the postage-paid envelope we have provided. | | | | | | | | | | | • | | | | | By Telephone: Call 1-800-690-6903 to vote by telephone until 11:59 p.m. Eastern Time on November 17, 2021. Have your proxy card in hand when you call and then follow the instructions. | | | | | | | | | | | | | | | | | | | | By Internet DuringUsing your Smartphone or Tablet: Scan the Annual Meeting: QR Code on the left and vote any time on proxyvote.com/BR until 11:59 p.m. Eastern Time on November 17, 2021. Have your proxy card in hand when you access the website and follow the instructions on the website. | | | | | | | | | | | | | | | | | | | | By Mail: If you received paper copies in the mail of the proxy materials and proxy card, mark, sign and date your proxy card and return it in the postage-paid envelope we have provided. | | | | | | | | | | | | | |
100 | Broadridge You may attend2021 Proxy Statement | | |
TABLE OF CONTENTS | | About the Annual Meeting on Thursday, November 14, 2019, at 9:00 a.m. Eastern Time by visiting www.virtualshareholdermeeting.com/BR19and you can vote during the Annual Meeting using the Control Number we have provided to you.These Proxy Materials | | | | |
You may attend the Annual Meeting on Thursday, November 18, 2021, at 9:00 a.m. Eastern Time, by visiting virtualshareholdermeeting.com/BR21, and you can vote during the Annual Meeting using the Control Number we have provided to you. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card or vote by Internet or telephone by the applicable deadline so that your vote will be counted if you later decide not to attend the Annual Meeting.
Beneficial Owners. If you are a beneficial owner of your shares, you should have received a Notice of Internet Availability or voting instructions from the broker, bank or other nominee holding your shares. You should follow the instructions in the Notice of Internet AvailablityAvailability or the voting instructions provided by your broker, bank or nominee in order to instruct your broker, bank or nominee on how to vote your shares. Notice and Access delivery of the proxy materials, and Internet and/or telephone voting, also will be offered to stockholders owning shares through most banks and brokers.You may also attend the Annual Meeting on Thursday, November 14, 2019,18, 2021, at 9:00 a.m. Eastern Time by visiting www.virtualshareholdermeeting.com/BR19virtualshareholdermeeting.com/BR21 and vote during the Annual Meeting. 84 Broadridge 2019 Proxy Statement
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Can I revoke or change my vote after I submit my proxy?
Stockholders of Record. If you are a stockholder of record, you may revoke your vote at any time before the final vote at the Annual Meeting by: Signing and returning a new proxy card with a later date Submitting a later-dated vote by telephone or Internet at proxyvote.com/BR, because only your latest telephone or Internet vote received by 11:59 p.m. Eastern Time on November 17, 2021 will be counted | • | Submitting a later-dated vote by telephone or Internet at www.proxyvote.com/BR, because only your latest telephone or Internet vote received by 11:59 p.m. Eastern Time on November 13, 2019 will be counted |
Delivering a timely written revocation to our Company’s Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042, or emailing our Secretary at CorporateSecretary@broadridge.com, before the Annual Meeting Attending the Annual Meeting by visiting virtualshareholdermeeting.com/BR21 and voting again | • | Attending the Annual Meeting by visiting www.virtualshareholdermeeting.com/BR19 and vote again |
Beneficial Owners. If you are a beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow its instructions for changing your vote. Alternatively, you may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/BR19virtualshareholdermeeting.com/BR21 and vote again. What will happen if I do not vote my shares?
Stockholders of Record. If you are the stockholder of record of your shares and you do not vote by telephone or mail, or through the Internet before or during the Annual Meeting, your shares will not be voted at the Annual Meeting.
Beneficial Owners. If you are the beneficial owner of your shares and you do not instruct your broker, bank or other nominee how to vote your shares, your broker, bank or nominee may exercise its discretion to vote on some proposals at the Annual Meeting, but not all. Under the rules of the NYSE, your broker, bank or nominee does not have discretion to vote your shares on non-routine matters such as Proposals 1 and 2. However, your broker, bank or nominee does have discretion to vote your shares on routine matters such as Proposal 3.What if I submit a proxy, but do not specify how my shares are to be voted?
Stockholders of Record. If you are a stockholder of record and you submit a proxy card, but you do not provide voting instructions on the card, your shares will be voted: ForFOR the election of the 1011 directors nominated by our Board of Directors and named in this Proxy Statement ForFOR the approval, on an advisory basis, of the compensation of our Named Executive Officers (the Say on Pay Vote) ForFOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 20202022 In the discretion of the named proxies regarding any other matters properly presented for a vote at the Annual Meeting Broadridge 2021 Proxy Statement | 101 | | |
TABLE OF CONTENTS | | About the Annual Meeting and These Proxy Materials | | | | |
Beneficial Owners. If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker, bank or nominee will determine if it has the discretionary authority to vote on your behalf. Under the NYSE’s rules, brokers and nominees have the discretion to vote on routine matters such as Proposal 3, but do not have discretion to vote on non-routine matters such as Proposals 1 and 2. Therefore, if you do not provide voting instructions to your broker, bank or nominee, your broker, bank or nominee may only vote your shares on Proposal 3 and any other routine matters properly presented for a vote at the Annual Meeting.What is the effect of a broker non-vote? Brokers, banks or other nominees who hold shares of our Common Stock for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least 10 days prior to the Annual Meeting. A broker non-vote occurs when a broker, bank or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Broadridge 2019 Proxy Statement 85
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Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be counted as votes cast at the Annual Meeting. Therefore, a broker non-vote will not impact our ability to obtain a quorum and will not otherwise affect the outcome of the vote on any of the proposals to be considered at the Annual Meeting. How many shares must be present or represented to conduct business at the Annual Meeting? We need a quorum of stockholders to hold our Annual Meeting. A quorum exists when at least a majority of the outstanding shares entitled to vote at the close of business on the Record Date is represented at the Annual Meeting either in person or by proxy. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of a quorum at the Annual Meeting. On September 19, 2019,23, 2021, there were 114,452,500116,256,853 shares of Common Stock outstanding and entitled to vote (excluding 40,008,62738,204,274 treasury shares that are not entitled to vote). Your shares will be counted towards the quorum if you vote by mail, by telephone, or through the Internet either before or during the Annual Meeting. Abstentions and broker non-votes also will count towards the quorum requirement. If a quorum is not met, a majority of the shares present at the Annual Meeting may adjourn the Annual Meeting to a later date. Can I confirm that my vote was cast in accordance with my instructions?
Stockholders of Record. Our stockholders have the opportunity to confirm that their vote was cast in accordance with their instructions. Vote confirmation is consistent with our commitment to sound corporate governance standards and an important means to increase transparency. Vote confirmation is available 24 hours after your vote is received beginning on October 30, 2019,November 3, 2021, with the final vote tabulation available through January 14, 2020.18, 2022. You may confirm your vote whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log onto www.proxyvote.com/proxyvote.com/BR using the Control Number we have provided to you and receive confirmation on how your vote was cast.
Beneficial Owners. If you hold your shares through a brokerage account, bank or other nominee, the ability to confirm your vote may be affected by the rules of your bank, broker or nominee and the confirmation will not confirm whether your bank, broker or nominee allocated the correct number of shares to you. Is my vote confidential? Yes. All votes remain confidential, unless you provide otherwise. 102 | Broadridge 2021 Proxy Statement | | |
TABLE OF CONTENTS | | About the Annual Meeting and These Proxy Materials | | | | |
To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Common Stock but sharing the same address, we have adopted a procedure approved by the SEC called “ householding.” Under this procedure, certain stockholders of recordwho have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive only one copy of our Notice of Internet Availability and, as applicable, any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive separate copies. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions. If you are a stockholder of recordand would like to have separate copies of the Notice of Internet Availability or proxy materials mailed to you in the future, you must submit a request to opt out of householding in writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or call Broadridge at 1-866-540-7095, and we will cease householding all such documents within 30 days. If you are a beneficial owner,, information regarding householding of proxy materials should have been forwarded to you by your bank, broker or nominee. However, please note that if you want to receive a paper proxy card or vote instruction form or other proxy materials for purposes of the 20192021 Annual Meeting, you should follow the instructions included in the Notice of Internet Availability that was sent to you. Who will count the votes? We have retained independent inspectors of election who will count the shares voted including shares voted during the Annual Meeting and will certify the election results. 86 Broadridge 2019 Proxy Statement
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What happens if the Annual Meeting is adjourned or postponed? Your proxy will still be effective and will be voted at the rescheduled or adjourned Annual Meeting. You will still be able to change or revoke your proxy until the rescheduled or adjourned Annual Meeting. Who is paying for the costs of this proxy solicitation? Your proxy is being solicited by and on behalf of the Board of Directors. The expense of preparing, printing and providing this proxy solicitation will be borne by the Company. The Company may retain D.F. King & Co.a proxy solicitation firm to assist with the solicitation of proxies for a fee estimated not to exceed $20,000 plus reimbursement of reasonable out-of-pocket expenses. Also, certain directors, officers, representatives and employees of the Company may solicit proxies by telephone and personal interview. Such individuals will not receive additional compensation from the Company for solicitation of proxies, but may be reimbursed by the Company for reasonable out-of-pocket expenses in connection with such solicitation. In accordance with the regulations of the SEC, banks, brokers and other custodians, nominees and fiduciaries also will be reimbursed by the Company, as necessary, for their reasonable expenses for sending proxy solicitation materials to the beneficial owners of Common Stock. Copies of the proxy materials will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses. How can I find the results of the Annual Meeting? Preliminary results will be announced at the Annual Meeting. Final results will be published in a current reportCurrent Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available. Broadridge 2019 Proxy Statement 87
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Design compensation programs that do not
Provide tax gross-ups in the event of a change in
