Board Leadership Structure

The Board is currently led by our non-executive Chairman, Mr. Weinbach, and by Mr. Haviland, a non-management director who serves as the Board’s Lead Director. Mr. Weinbach served as Executive Chairman and member of the Company’s management until July 2010 and he is not, therefore, independent. Our Corporate Governance Principles do not specify a policy with respect to the separation of the positions of Chairman and Chief Executive Officer or with respect to whether the Chairman should be a member of management or a non-management director. The Board recognizes that there is no single, generally accepted approach to providing Board leadership, and given the dynamic and competitive environment in which we operate, the Board’s leadership structure may vary as circumstances warrant. The Board has determined that the leadership of the Board is currently best conducted by a Chairman. The Chairman provides overall leadership to the Board in its oversight function, while the Chief Executive Officer, Mr. Daly, provides leadership with respect to the day-to-day management and operation of our business. We believe the separation of the offices allows Mr. Weinbachthe Chairman to focus on managing Board matters and allows Mr. Daly to focus on managing our business. In

addition, we believe the separation of the offices enhances the objectivity of the Board in its management oversight role. To further enhance the objectivity of the Board, the members of the Board,director nominees, other than Mr. Weinbach and Mr. Daly, are independent.

In 2009,The Board is currently led by our independent Chairman, Mr. Brun. Therefore, the Board createddoes not believe that the roleappointment of Lead Directora designated lead independent director is necessary and the Board currently has not appointed Mr. Haviland as the Lead Director.a lead independent director. The Lead Director is designatedBoard believes that having an independent Chairman vested with key duties and responsibilities and three independent Board committees chaired by the non-managementindependent directors provides a formal structure for strong independent oversight of the Board, based on the recommendation of the Governance and Nominating Committee.Company’s management team. The role will rotate among the independent directors with such frequency as the independent directors may determine. The Lead DirectorChairman has the following duties and responsibilities:

The Board believes that having an independent Lead Director vested with key duties and responsibilities and three independent Board committees chaired by independent directors provides a formal structure for strong independent oversight of the Chairman and the Company’s management team.

Committees of the Board

The Audit Committee

The Board of Directors has a standing Audit Committee as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the current members of which are Mr. Haviland, Mr. Duelks, Ms. Lebenthal,Jaffee, Mr. Perna, and Mr. Weber. Mr. Haviland serves as the ChairmanChair of the Audit Committee. The Board of Directors has determined that each of the members of the Audit Committee is “independent” as defined by NYSE Listing Standards and the rules of the SEC applicable to audit committee members, and that Mr. Haviland and Mr. Weber qualify as “audit committee financial experts” as defined in the applicable SEC rules. The Audit Committee has a charter which was amended in August 2010, under which its primary purpose is to assistresponsibilities and authorities include assisting the Board in overseeingoverseeing: (i) the Company’s systems of internal controls regarding finance, accounting, legal and regulatory compliance; (ii) the Company’s auditing, accounting and financial reporting processes generally; (iii) the integrity of the Company’s financial statements and other financial information provided by the Company to its stockholders and the public; (iv) the Company’s compliance with legal and regulatory requirements; and (v) the performance of the Company’s Internal Audit Department and independent auditors.registered public accountants. In fiscal year 2010,2013, the Audit Committee held six meetings.

The Compensation Committee

The Board of Directors has a standing Compensation Committee, the current members of which are Mr. Weber, Mr. Brun, Mr. Haviland,Ms. Jaffee, Mr. Levine, and Mr. Perna. Mr. Weber serves as the ChairmanChair of the Compensation Committee. The Board of Directors has determined that each member of the Compensation Committee is “independent” as defined by NYSE Listing Standards. In addition, each member of the Compensation Committee is independent for purposes of the applicable SEC and tax rules. The Compensation Committee has a charter under which its responsibilities and authorities includeinclude: (i) reviewing the Company’s compensation strategy,strategy; (ii) reviewing the performance of the senior management,management; (iii) reviewing the risks associated with the Company’s compensation programs; (iv) approving the compensation forof the Chief Executive Officer.Officer; and (v) reviewing and making recommendations to the Board regarding the compensation of all other executive officers. In addition, the Compensation Committee approves and administers employee benefitthe Company’s equity-based compensation plans and takes such other action as may be appropriate or as directed by the Board of Directors to ensure that the compensation policies of the Company are reasonable and fair.

As necessary, the Compensation Committee consulted with Towers WatsonFrederic W. Cook & Co. (“Towers WatsonCook & Co.”) as its independent compensation consultant to advise the Compensation Committee on matters related to our executive officers’ and directors’ compensation and general compensation programs. Towers WatsonCook & Co. assisted the Compensation Committee by providing comparative market data on compensation practices and programs. Towers WatsonCook & Co. also provided guidance on industry best practices.practices, the design of incentive plans and other indirect elements of our overall compensation plan, the setting of performance goals, and the drafting of compensation-related disclosures. In fiscal year 2010,2013, the Compensation Committee held sixfive meetings. For further discussion of the roles of the Compensation Committee and Towers Watson,Cook & Co., please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis.”

The Governance and Nominating Committee

The Board of Directors also has a standing Governance and Nominating Committee, the current members of which are Mr. Levine, Mr. Brun, Mr. Duelks, and Ms. Lebenthal.Mr. Haviland. Mr. Levine serves as ChairmanChair of the Governance and Nominating Committee. The Board of Directors has determined that each member of the Governance and Nominating Committee is “independent” as defined by NYSE Listing Standards. The Governance and Nominating Committee has a charter, under which its responsibilities and authorities includeinclude: (i) identifying individuals qualified to become Board members and recommending that the Board select a group of director nominees for each annual meeting of the Company’s stockholders; (ii) ensuring that the Audit, Compensation and Governance and Nominating Committees of the Board of Directors shall have the benefit of qualified and experienced independent directors; and (iii) developing and recommending to the Board a set of effective corporate governance policies and procedures applicable to the Company. In fiscal year 2010,2013, the Governance and Nominating Committee held foursix meetings.

Nomination Process

When seeking candidates for director, the Governance and Nominating Committee may solicit suggestions from incumbent directors, management, stockholders or others. While the Governance and Nominating Committee has authority under its charter to retain a search firm for this purpose, no such firm has been retained. After conducting an initial evaluation of a potential candidate, the Governance and Nominating Committee will interview that candidate if it believes such candidate might be suitable to be a director. The candidate may also meet with members of the Board other than the members of the Governance and Nominating Committee. At the candidate’s request, they may also meet with management. If the Governance and Nominating Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board that candidate’s election.

The Governance and Nominating Committee selects each nominee based on the nominee’s skills, achievements and experience. The Corporate Governance Principles provide that director nominees should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions they can make.

The Governance and Nominating Committee considers a variety of factors in selecting candidates. The minimum characteristics that the Governance and Nominating Committee believes must be met include: independence, wisdom, integrity, an understanding and general acceptance of the Company’s corporate philosophy, valid business or professional knowledge and experience, a proven record of accomplishment with excellent organizations, an inquiring mind, a willingness to speak one’s mind, an ability to challenge and stimulate management, and a willingness to commit time and energy.

In making its selection of candidates to recommend for election, the Corporate Governance Principles provide that the Board seeks members from diverse professional, racial, cultural, ethnic and gender backgrounds that combine a broad spectrum of experience and expertise with a reputation for integrity. Exceptional candidates who do not meet all of these criteria may still be considered.

This year, the Board of Directors elected Maura A. Markus to fill the Board seat left vacant when Alexandra Lebenthal did not stand for reelection to the Board when her term expired on November 15, 2012. Ms. Markus was identified as a candidate by one of the Company’s non-management Board members.

The Corporate Governance Principles do not provide for a fixed number of directors, but provide that the optimum size of the Company’s Board of Directors is 8 to 12 directors.

This year, the Board has determined to increase the size of the Board to 10 directors and has selected one nominee, Sandra S. Jaffee, for election to the Board of Directors who has not previously stood for election to the Board. Ms. Jaffee was identified by one of the other Board members.

Stockholders who wish to submit nominees for election at an annual or special meeting of stockholders should follow the procedure described on page 73.76. The Governance and Nominating Committee will apply the same standards in considering candidates submitted by stockholders as it does in evaluating candidates submitted by members of the Board of Directors.

The Board’s Role in Risk Oversight

The Company’s management is responsible for managing risks affecting the Company, including identifying, assessing and appropriately mitigating risk. The responsibilities of the Board of Directors include oversight of the Company’s risk management processes. The Board of Directors has two primary methods of overseeing risk. The first method is through the Company’s Enterprise Risk Management (“ERM”) process which allows for full Board oversight of the most significant risks facing the Company. The second is through the functioning of the Board’s committees.

Management established the ERM process to ensure a complete company-wideCompany-wide approach to risk over five distinct but overlapping core areas:

The goal of the ERM process is to provide an ongoing process,process; effected at all levels of the Company across each business unit and corporate function to identify and assess risk, monitor risk, and agree on mitigating action. Central to Broadridge’s risk management process is its risk committee, which oversees management’s identification and assessment of the key risks in the Company, and reviews the controls management has in place with respect to these risks. The risk committee is comprised of executive officers of the Company including the President, and Chief Operating Officer, Chief Financial Officer, General Counsel, Chief Information Officer, and Corporate Vice President, Human Resources. The risk committee communicates the results of its work directly to the Chief Executive Officer and the Board. The Chief Executive Officer, President, and Chief Operating Officer, and Chief Financial Officer meet monthlyregularly to discuss specific risks and the Company’s risk management processes.

In addition, the Board and the Audit and Compensation Committees of the Board oversee specific areas of risk as follows:

The Chairs of the Audit Committee and Compensation Committee may address risks directly with management, or, where appropriate, may elevate a risk for consideration by the full Board. The ERM process and the full Board and committee approach to risk management leverages the Board’s leadership structure to ensure that risk is overseen by the Board on both a Company-wide approach and through specific areas of competency.

With the assistance of Cook & Co., the Compensation Committee reviewed our compensation programs for all Broadridge employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company.

The key design features in our compensation program that support this conclusion are:

Communications with the Board of Directors

All interested parties who wish to communicate with the Board of Directors or any of the non-management directors, may do so by sending a letter to the Corporate Secretary, Broadridge Financial Solutions, Inc., 1981 Marcus Avenue, Lake Success, New York 11042, and should specify the intended recipient or recipients. All such communications, other than unsolicited commercial solicitations or communications, will be forwarded to the appropriate director or directors for review. Any such unsolicited commercial solicitation or communications not forwarded to the appropriate director or directors will be available to any non-management director who wishes to review it. The Governance and Nominating Committee, on behalf of the Board, will review any letters it may receive concerning the Company’s corporate governance processes and will make recommendations to the Board based on such communications.

Website Access to Corporate Governance Documents

The Company has adopted a Code of Business Conduct and Ethics (the “Code of Business Conduct”) and a Code of Ethics for Principal Executive Officer and Senior Financial Officers (the “Code of Ethics”) which applies, among others, to the Company’s principal executive officer, principal financial officer and controller.

Copies of the charters for the Audit Committee, the Compensation Committee and the Governance and Nominating Committee, as well as the Company’s Corporate Governance Principles, Code of Business Conduct and the Code of Ethics, are available free of charge on our corporate website atwww.broadridge.com under the heading “Investor Relations—Corporate Governance” or by writing to the Corporate Secretary, Broadridge Financial Solutions, Inc., 1981 Marcus Avenue, Lake Success, New York 11042. The Company will also post on its website any amendment to the Code of Business Conduct and the Code of Ethics and any waiver of the Code of Business Conduct or the Code of Ethics granted to any of its directors or executive officers to the extent required by applicable rules.

Certain Relationships and Related Transactions

The Company does not have a written policy pertaining solelyAudit Committee of the Board of Directors is responsible for reviewing and evaluating the Company’s transactions with persons who are related to the approvalCompany such as a director, executive officer of the Company, or ratificationan immediate family member of “related party transactions.” However,a director or executive officer of the Company. In addition, the Company has adopted athe Code of Business Conduct as noted elsewhere in this section that, among other things, prohibits Company personnel, including members of the Board of Directors from exploiting their positions or relationships with Broadridge for personal gain. In that regard such personnel must avoid:

The Code of Business Conduct applies to all Broadridge personnel and its Board of Directors. Thereprovides that there shall be no waiver of any part of the Code of Business Conduct, except by a vote of the Board of Directors or a designated committee, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect Broadridge.

In the fiscal year ended June 30, 2010,2013, the Company did not engage in any transaction with a related person in which the amount involved exceeded $120,000.

Director Attendance at Annual Meetings

The Company does not have a formal policy with regard to the directors’ attendance at annual meetings of stockholders. Generally, however, Board and committee meetings are held the same day as the annual meeting of stockholders, with directors attending the annual meeting. All of the directors then in office, attended the Company’s 20092012 annual meeting of stockholders.

DIRECTOR COMPENSATION

The Compensation of our non-management directors is determined by the Compensation Committee. The table below sets forth cash and equity compensation paid to our non-management directors in the fiscal year ended June 30, 2010. Mr. Daly’s compensation as Chief Executive Officer is reflected in the “Summary Compensation Table” of the “Executive Compensation” section of this Proxy Statement. Mr. Weinbach’s compensation is set forth below in the “Compensation of the Executive Chairman and Chairman of the Board of Directors” section. Mr. Daly and Mr. Weinbach did not receive any cash or equity compensation for their participation on the Broadridge Board of Directors.

The table below on non-management director compensation includes the following compensation elements:

Annual Compensation. In fiscal year 2010, non-management directors received an annual retainer of $40,000 and meeting fees of $1,500 for each Board meeting, and $1,500 for each committee meeting, attended (even if held on the same date). A director’s attendance at Board or committee meetings by telephone results in payment of one-half of the standard meeting fee. The Chairman of the Audit Committee receives an additional $15,000 per year; the Chairman of each of the Compensation Committee and the Governance and Nominating Committee receives an additional $10,000 per year. All retainer and meeting fees are paid in cash.

Directors may elect to defer 100% of their retainer and meeting fees into a notional account. Elections are made annually on a calendar year basis. Accounts are adjusted to reflect changes in Broadridge’s Common Stock price. Participants receive distributions of their deferrals plus any subsequent stock price gains upon their departure from the Board of Directors. This election is made prior to the beginning of the calendar year in which the retainers and fees are earned and is irrevocable for the entire calendar year. Directors are also reimbursed for their reasonable expenses in connection with attending Board of Director and committee meetings and other Company events.

Equity Compensation. Non-management directors are eligible to receive stock options under the 2007 Omnibus Award Plan. All options are granted with an exercise price equal to the closing price of the Common Stock on the date of the grant. In April 2009, the Compensation Committee adopted a policy that all stock option grants be made effective two business days following the Company’s next quarterly earnings release. All options granted to our non-management directors are fully vested upon grant, and have a term of 10 years. On May 12, 2010, each non-management member of the Board was granted 15,100 stock options with an exercise price of $21.94.

Each non-management director is also encouraged to own an amount of the Common Stock equal to at least twice the value of the annual retainer paid by the Company to each such director. All directors have met this ownership objective.

Other Compensation. Non-management directors may participate in the Broadridge Director & Officer Matching Gift Program on the same terms as the Company’s executive officers. Under this program, the Company will contribute an equal amount to any qualified tax-exempt organization that a director supports up to a maximum Company contribution of $10,000 per calendar year.

Fiscal Year 2010 Non-Management Director Compensation

Fiscal Year 2011 Non-Management Director Compensation Changes

In August 2010, the Compensation Committee elected to make the following changes to non-management director compensation for fiscal year 2011:

1. Increase the retainer from $40,000 to $50,000.

2. Provide the Lead Director an additional retainer of $15,000 for his service in the role of Lead Director.

3. Continue to award $90,000 in equity, split evenly between deferred stock units and stock options.

Compensation of the Executive Chairman and Chairman of the Board of Directors

Mr. Weinbach served as our Executive Chairman through June 30, 2010. He has served as Chairman of the Board of Directors since 2007. In fiscal year 2010, his annual compensation consisted of:

1. $500,000 base salary, paid monthly.

2. An annual stock option grant with a value of $180,000 (as determined under a binomial valuation model). This grant was made on May 12, 2010 in the amount of 30,300 stock options with an exercise price of $21.94 per share, the closing price of the Common Stock on the grant date. The stock options vested in full on the grant date and have a 10-year term.

3. In recognition of his service to Broadridge, a special option award with a value of $500,000 (as determined under a binomial valuation model). This grant was made on May 12, 2010 in the amount of 84,000 stock options with an exercise price of $21.94 per share, which is equal to the closing price of the Common Stock on the grant date. The stock options vest 20% per year starting on the first anniversary of the grant date and have a 10-year term.

4. Under the Company’s Matching Gift Program, a Company match of $5,000 of contributions to qualified tax-exempt organizations.

Effective July 1, 2010, Mr. Weinbach became the Company’s non-executive Chairman of the Board. His pay for fiscal year 2011 will consist of the following elements:

1. $180,000 cash retainer, paid quarterly, with no additional payments for meeting attendance.

2. An annual equity grant with a value of $180,000, split evenly between deferred stock units and stock options.

3. Under the Company’s Matching Gift Program, a Company match of up to $10,000 of contributions to qualified tax-exempt organizations per calendar year.

MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding individuals who serve as our executive officers. Information about the individuals who serve as our directors is set forth in the “Election“Proposal 1—Election of Directors—Information About the Nominees” section of this Proxy Statement.

Richard J. Daly.Daly. Mr. Daly is our Chief Executive Officer and a member of our Board of Directors. Mr. Daly’s biographical information is set forth in the “Election“Proposal 1—Election of Directors—Information About the Nominees” section of this Proxy Statement.

John Hogan.Hogan. Mr. Hogan is our President. In September 2013, the Board accepted Mr. Hogan’s resignation as President andof Broadridge effective December 31, 2013. Mr. Hogan will continue at the Company in a non-officer role. In addition to his role as President of the Company, Mr. Hogan served as our Chief Operating Officer.Officer from 2007 until September 2012. Prior to the spin-off, he served as Group President of the Brokerage Services Group of ADP and as a member of the Executive Committee and a Corporate Officer of ADP, positions he held since June 1996. In his role as President, he shared the responsibility of running the Brokerage Services Group with Mr. Daly and was directly responsible for our Securities Processing Solutions and Clearing and Outsourcing Solutions businesses. He joined ADP in 1993 as Senior Vice President and Chief Operations Officer of the Proxy Services business.

Timothy C. Gokey. Mr. Gokey is our Corporate Senior Vice President and Chief Operating Officer. Mr. Gokey was appointed to the role of Chief Operating Officer in September 2012. Mr. Gokey’s responsibilities include our Securities Processing Solutions segment, and overall growth initiatives including strategy, mergers and acquisitions, partnerships, and other growth-related activities. Prior to his appointment as Chief Operating Officer, Mr. Gokey’s title was Corporate Senior Vice President, Chief Corporate Development Officer. Prior to joining Broadridge in 2010, Mr. Gokey was President of the Retail Tax business at H&R Block from 2004. Previously, Mr. Gokey spent 13 years at McKinsey and Company, a global consulting firm, most recently as a partner of the firm. At McKinsey, Mr. Gokey served over two dozen Fortune 500 and 1000 companies primarily in the financial services industry. He also led McKinsey’s North American Financial Services Marketing Practice.

Robert Schifellite. Mr. Schifellite is our Corporate Senior Vice President, Investor Communication Solutions. He is responsible for the bank, broker-dealer and corporate issuer solutions businesses of our Investor Communications segment. Mr. Schifellite joined ADP’s Brokerage Services Business in 1992 as Vice President, Client Services. In 1996, he was promoted to Senior Vice President and General Manager of Investor Communication Services. In 2011, Mr. Schifellite’s title was changed from Corporate Vice President to Corporate Senior Vice President of Broadridge.

Adam D. Amsterdam.Amsterdam. Mr. Amsterdam is our Corporate Vice President, General Counsel and Secretary. Mr. Amsterdam is responsible for all legal matters related to the Company. Prior to the spin-off, he served as Associate General Counsel and Staff Vice President of ADP since January 2006. Mr. Amsterdam joined ADP in 1991 as Corporate Counsel responsible for the Brokerage Services business. In 1994, he was promoted to Senior Corporate Counsel of ADP. Mr. Amsterdam was promoted in 1996 to Assistant General Counsel and then again in 2002 to Associate General Counsel of ADP.

Joseph Barra. Mr. Barra is our Corporate Vice President, SPS International and Global Outsourcing Solutions. He is responsible for our international securities processing services and outsourcing solutions businesses. Mr. Barra joined ADP’s Brokerage Services Business in 2005 as the President of ADP Clearing & Outsourcing Services, Inc. Prior to joining ADP, he was instrumental in establishing National Investor Services Corp. (NISC) as TD Waterhouse’s affiliate clearing broker-dealer, and served as its President and Chief Executive Officer from 1996 to 2005. During that time, he took on increasing responsibilities within TD Waterhouse that included overseeing its capital markets group, nationwide call centers and investment centers and also served as President, TD Waterhouse Securities Inc.

J. Peter Benzie. Mr. Benzie is our Corporate Vice President, Sales. He is responsible for global sales for our three businesses. Mr. Benzie joined ADP’s Brokerage Services Business in 2005 as Executive Vice President, Global Chief Sales Officer. Prior to joining ADP, he served as Executive Vice President of National Financial, a unit of Fidelity Investments from 2001. In that role, he was responsible for Fidelity’s correspondent

clearing business. He joined Fidelity in 1996, as Executive Vice President in the Private Wealth Management area where he managed Fidelity’s retail branches, phone sites, operations, sales, marketing and products.

Maryjo T. Charbonnier.Charbonnier. Ms. Charbonnier is our Corporate Vice President, Human Resources. She is responsible for all aspects of Human Resourceshuman resources within Broadridge. She joined the Company in August 2008 and was promoted to her current role in June 2009. Prior to joining Broadridge, Ms. Charbonnier held many senior human resource positions at PepsiCo, Inc. in the United States, Canada and Mexico over a 13-year period. In her last role at PepsiCo, she was the Vice President of Talent Sustainability PepsiCo Foods and she led the talent management strategy and implementation for PepsiCo’s largest division.

Lyell Dampeer. Mr. Dampeer is our Corporate Vice President, U.S. Investor Communication Solutions. He is responsible for our U.S. regulatory communication services, and for transaction reporting and electronic communication services. Prior to the appointment to his current role in 2012, Mr. Dampeer served as the head of our U.S. regulatory communications services including post-sale fulfillment from 2009. Mr. Dampeer joined ADP’s Brokerage Services Group in 2000 as Vice President, Client Services. Prior to that, he held a variety of senior management positions at companies providing outsourcing services.

Douglas R. DeSchutter.DeSchutter. Mr. DeSchutter is our Corporate Vice President, CustomerU.S. Regulatory and Digital Communications. Mr. DeSchutter’s responsibilities include our U.S. regulatory communication services (proxy and prospectus) and our digital strategy. Prior to the appointment to his current role in 2012, Mr. DeSchutter was responsible for our customer communication services from 2009, including transaction reporting, electronic communications, document management, and new account processing solutions. Prior to his current role, Mr. DeSchutter was the Chief Strategy and Business Development Officer for Broadridge, responsible for mergers and acquisitions and strategy.strategy, from 2007 to 2009. Prior to the spin-off, Mr. DeSchutter served as Vice President of Corporate Development for ADP from 2002 until he was promoted to Staff Vice President of Corporate Development in 2006. Prior to joining ADP in 2002, he was Vice President of Mergers & Acquisitions at Lehman Brothers focusing on the technology sector.

Timothy C. Gokey.Mr. Gokey is our Senior Vice President, Chief Corporate Development Officer. Mr. Gokey joined Broadridge in 2010 and his responsibilities include overall growth initiatives including strategy, mergers and acquisitions, partnerships, and other growth-related activities. Prior to joining Broadridge, Mr. Gokey was President of the Retail Tax business at H&R Block from 2004 to 2009. Previously, Mr. Gokey spent 13 years at McKinsey and Company, a global consulting firm, most recently as a partner of the firm. At McKinsey, Mr. Gokey served over two dozen Fortune 500 and 1000 companies primarily in the financial services industry. He also led McKinsey’s North American Financial Services Marketing Practice.

Robert F. Kalenka.Kalenka. Mr. Kalenka is our Corporate Vice President, Global Procurement and Facilities. In addition to being responsible for global procurement and facilities, he is responsible for the operations of our Investor Communication Solutions business. Mr. Kalenka joined ADP’s Brokerage Services Business in 1992 in the Investor Communication Services Division as Director of Finance. He was promoted to Vice President of Operations of the Investor Communication Services Division in 1994, and again as Chief Operating Officer and Senior Vice President of the Investor Communication Services Division in 1999.

Charles J. Marchesani.Marchesani. Mr. Marchesani is our Corporate Vice President, Securities Processing Solutions. He is responsible for our securities processing services in the U.S. Mr. Marchesani joined ADP’s Brokerage Services Business in 1992 in the Market Data Services Division as Director of the Help Desk and served in various roles of increasing responsibility within the Brokerage Processing Services business until he was promoted to General Manager of the Brokerage Processing Services business in 2005.

Stephen G. Racioppo. Mr. Racioppo is our Corporate Vice President, Chief Revenue Officer. He is responsible for increasing sales momentum, building robust solutions offerings and enhancing Broadridge’s marketplace thought leadership. Prior to joining Broadridge, from 1974 to 2008, Mr. Racioppo was a Senior Managing Director at Accenture plc where he led the financial services consulting, technology and outsourcing businesses in North America and Asia Pacific. This included responsibility for $1.2 billion in annual revenues, $2 billion in contract value of sales annually, and over 3,000 people. Across his 35-year career at Accenture, Mr. Racioppo drove sales and opportunities in dozens of countries, led significant change in Accenture’s account management process, led the structuring and negotiating for many of Accenture's most innovative deals, and successfully managed some of the earliest and largest outsourcing deals. More recently, from 2009 to 2012, Mr. Racioppo served as Chief Operating Officer at TLO, an innovative high-tech, big data fusion company that invents and builds investigative products and solutions focused on risk, fraud and compliance for commercial and public sector markets.

Gerard F. Scavelli.Scavelli. Mr. Scavelli is our Corporate Vice President, Investor Communication Solutions.Solutions-Mutual Funds. He is responsible for allthe mutual fund services including proxy distribution and solicitation, marketing communications, transaction reporting, and data aggregation services.solutions businesses of our Investor Communication Solutions segment. Mr. Scavelli joined ADP’s Brokerage Services Business in 1997 as Vice President of Business Development. In 1999, he was promoted to Senior Vice President and General Manager of Information Distribution Services.

Robert Schifellite. Mr. Schifellite is our Corporate Vice President, Investor Communication Solutions. He is responsible for our beneficial, registeredServices, and global proxy communications services and our reorganization/corporate actions and tax reporting services. Mr. Schifellite joined ADP’s Brokerage Services Businessagain in 19922008 as Vice President, Client Services. In 1996, he was promoted to Senior Vice President and General Manager of Investor Communication Services.

Dan Sheldon.Sheldon. Mr. Sheldon is our Corporate Vice President and Chief Financial Officer. He joined ADP in 1984 as Director of Internal Audit. During his tenure with ADP, he held various senior financial management positions in most of the major business units, including as Chief Financial Officer of the Brokerage Services Business of ADP. Mr. Sheldon was appointed Corporate Vice President and Controller of ADP in June 2003. In addition to his role as Controller, he was responsible for ADP’s shared services operations and finance information systems.

OWNERSHIP OF COMMON STOCK BY

MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table shows the number of shares of Common Stock beneficially owned by each director, each director nominee, and each executive officer named in the Summary Compensation Table, (the “Named Executive Officers”), and by all directors and executive officers as a group.

The information set forth below is as of AugustJuly 31, 2010,2013, and is based upon information supplied or confirmed by the named individuals. The address of each person named in the table below is c/o Broadridge Financial Solutions, Inc., 1981 Marcus Avenue, Lake Success, New York 11042.

The following table sets forth, as of AugustJuly 31, 2010,2013, the amount of beneficial ownership of each beneficial owner of more than five percent (5%) of the Common Stock:

DIRECTOR COMPENSATION

The compensation of our non-management directors is determined by the Compensation Committee. The table below sets forth cash and equity compensation paid to our non-management directors (including our independent Chairman) in the fiscal year ended June 30, 2013. All of our directors are non-management directors, other than Mr. Daly, who is our Chief Executive Officer. Mr. Daly’s compensation as Chief Executive Officer is reflected in the “Summary Compensation Table” of the “Executive Compensation” section of this Proxy Statement. Mr. Daly does not receive any separate cash or equity compensation for his participation on the Broadridge Board of Directors.

The table below on non-management director compensation includes the following compensation elements:

Cash Compensation. In fiscal year 2013, non-management directors, other than our independent Chairman, Mr. Brun, received an annual retainer of $60,000 and meeting fees of $1,500 for each Board meeting and $1,500 for each committee meeting attended (even if held on the same date). A non-management director’s attendance at Board or committee meetings by telephone results in payment of one-half of the standard meeting fee. The Chairs of the Audit, Compensation, and Governance and Nominating Committees received an additional annual retainer of $10,000 per year. Our independent Chairman of the Board received a retainer of $120,000 with no additional payments for meeting attendance during fiscal year 2013. All retainers and meeting fees are paid in cash on a quarterly basis. The non-management directors are also reimbursed for their reasonable expenses in connection with attending Board of Director and committee meetings and other Company events.

Directors may elect to defer 100% of their retainers and meeting fees which are credited into a notional account in the form of phantom shares of Broadridge Common Stock. This election is made annually prior to the beginning of the calendar year in which the retainers and fees are earned and is irrevocable for the entire calendar year. Accounts are adjusted to reflect changes in value over time based on the growth in Broadridge’s stock price and are also credited with dividend equivalents on a quarterly basis as cash dividends are declared by the Broadridge Board. Participants receive distributions of the value of their notional accounts in cash following their departure from the Board of Directors.

Equity Compensation. Non-management directors received an annual grant of stock options and DSUs under the 2007 Omnibus Award Plan (the “Omnibus Plan”). The non-management directors, other than our independent Chairman, Mr. Brun, received equity awards with a target value of $115,000. Mr. Brun received equity awards with a target value of $180,000 during fiscal year 2013. The number of shares comprising each director’s equity awards is determined at the time of grant based on a 30-day average stock price and, for stock options, the binomial value. The equity target value is split equally between stock options and DSUs. Beginning in fiscal year 2013, the Committee moved the date of equity grants to the non-management directors from May to November; awards are now made each year on the date of the annual meeting of stockholders to coincide with the start of each director’s term.

All stock options are granted with an exercise price equal to the closing price of Broadridge Common Stock on the date of the grant. All options granted to our non-management directors are fully vested upon grant, and have a term of 10 years. On November 15, 2012, each non-management member of the Board, other than our independent Chairman, Mr. Brun, was granted 12,074 stock options with an exercise price of $22.67 per share. Mr. Brun was granted 18,899 options with an exercise price of $22.67 per share. Following separation from service on the Board, options held by directors expire at the earlier of the expiration of the option term or three years.

All DSUs are granted at the same time as stock options, are fully vested upon grant, and will settle as shares of Common Stock upon the director’s separation from service on the Board. DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Broadridge Board. On November 15, 2012, each non-management member of the Board, other than our independent Chairman, Mr. Brun, was granted 2,494 DSUs. Mr. Brun was granted 3,904 DSUs.

It is the Compensation Committee’s policy that directors appointed between annual meetings of stockholders will be granted prorated equity awards. Maura A. Markus joined the Broadridge Board in March 2013, and was granted prorated awards of 10,102 stock options with an exercise price of $26.00 per share, and 1,685 DSUs on May 9, 2013.

The stock ownership requirements for the Company’s non-management directors provide that each non-management director is expected to accumulate an amount of the Company’s Common Stock at least equal in value to five times their annual cash retainer. In addition, the directors are required to hold 100% of their shares received upon exercise of stock options, net of their exercise price, tax liability, and transaction costs until their separation from service on the Board. DSUs do not settle as shares of Common Stock until a director’s separation from service on the Board. Because of the holding requirement, there is no minimum time period in which the directors are required to achieve the stock ownership multiple. All directors are making progress toward meeting the ownership multiple.

Other Compensation. Non-management directors may participate in the Broadridge Director & Officer Matching Gift Program on the same terms as the Company’s executive officers. Under this program, a charitable foundation established and funded by the Company (the “Broadridge Foundation”) contributes an equal amount to any qualified tax-exempt organization that a director supports up to a maximum Company contribution of $10,000 per calendar year.

Fiscal Year 2013 Non-Management Director Compensation

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee of the Board of Directors determines the compensation for our executive officers. The committee considers, adopts, reviews, and revises executive officer compensation plans, programs, and guidelines, and reviews and determines all components of each executive officer’s compensation.

This section of the Proxy Statement explains howthe design and operation of our executive compensation programs are designed and operate with respect to Broadridge’s executive officers listed on the Summary Compensation Table on page 4546 (the chief executive officer, chief financial officer, and the three other most highly compensated executive officers in a particularfiscal year 2013, referred to as the “Named Executive Officers”):

The “Executive Compensation” section presents compensation earned by the Named Executive Officers in 2010, 2009, and 2008, with the exception of Mr. Gokey who joined the Company in April 2010.

Compensation Program DesignEXECUTIVE SUMMARY

The Compensation Committee designed anOur executive compensation package for the Named Executive Officers with the following principal compensation elements:

We also provide:

Compensation Program Objectives and Rewards

The Company’s executive officer compensation programs are designed to enable us to achieve our goal of long-term value creation for stockholders. The programs’program’s objectives are:

Performance Highlights

In fiscal year 2013, our revenues increased $127 million, or 6%, to $2,431 million, compared to $2,304 million for the comparable period last year, and our recurring fee revenues increased by 4%. This increase was driven by a positive contribution from recurring fee revenues of approximately $57 million including net new business reflected in our excellent 99% client revenue retention rate, acquisitions, higher distribution revenues of $50 million and higher event-driven fee revenues of $24 million.

Our fiscal year 2013 net earnings from continuing operations presented in accordance with generally accepted accounting principles in the United States (“GAAP”) of $212 million increased 70%, compared to $125 million in the comparable period last year, driven primarily by higher revenues, increased margins driven by mix of business, impairment charges taken on the assets held by the Company related to Penson Worldwide,

Inc. (“Penson”) recorded in the prior fiscal year, costs associated with the migration of our data center to IBM recorded in the prior fiscal year, and cost containment. Our net earnings from continuing operations that are not presented in accordance with GAAP (“Non-GAAP”) were $236 million compared to $213 million in the comparable period last year. Our GAAP diluted earnings per share from continuing operations increased to $1.69 per share compared to $0.98 per share for the comparable period last year. Our Non-GAAP diluted earnings per share from continuing operations were $1.88 per share compared to $1.67 per share for the comparable period last year.

In fiscal year 2013, the Company’s Non-GAAP earnings results are adjusted to exclude the impact of amortization charges associated with intangible asset values and other deal costs associated with the Company’s acquisitions, restructuring and impairment charges, and a one-time tax benefit.

The Company’s fiscal year 2013 GAAP pre-tax margins from continuing operations of 13.3% improved compared to 8.7% for the same period last year as a result of the impact of impairment charges related to Penson and costs associated with the migration of our data center to IBM that were recorded in fiscal year 2012.

During fiscal year 2013, the Company’s recurring revenue closed sales of $121 million were up slightly compared to last year’s comparable period. Recurring revenue closed sales continue to be a significant factor in Broadridge’s financial results and the Company reported record recurring revenue closed sales in the fiscal year. The closed sales results included a large transaction the Company entered as a result of a strategic alliance with Accenture plc during fiscal year 2013. For the second consecutive year, the Company closed over $100 million in recurring revenue sales attributable to contracts with expected revenues of less than $5 million each. Broadridge’s emerging and acquired product portfolio contributed significantly to this performance, and has helped Broadridge to manage through the financial crisis and to find new growth.

In fiscal year 2013, we returned a total of $313 million to our stockholders in the form of $86 million in cash dividends and $227 million in share repurchases. We measurerepurchased approximately 9.2 million shares of Common Stock under our stock repurchase plans at an average price of approximately $24.52 per share, or a total of 7% of our outstanding shares. In addition, in August 2013, our Board of Directors increased our annual dividend amount by approximately 17%, from $0.72 per share to $0.84 per share, subject to the achievementdiscretion of the Board of Directors. With this increase, our annual dividend has increased for the sixth consecutive year since our first full year of dividend payments in 2008.

Certain financial results in this Performance Highlights section are Non-GAAP financial measures and should be viewed in addition to, and not as a substitute for, the Company’s reported results. Adjusted net earnings from continuing operations and adjusted diluted EPS from continuing operations excluding the impact of acquisition amortization and other costs, restructuring and impairment charges, and a one-time tax benefit are Non-GAAP measures. Our reported results are adjusted to exclude the impact of certain non-recurring items as Broadridge believes this Non-GAAP information helps investors understand the effect of these objectives by monitoringitems on our reported results and provides a better representation of our actual performance. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the market competitiveness2013 Annual Report for more information on the calculation of the Company’s compensation programs, the Company’sthese Non-GAAP financial and operational performance, and executive recruiting, engagement and retention.measures.

All of the compensation and benefits programs for our Named Executive Officers enable Broadridge to attract, engage and retain the highly talented individuals who will enable us to succeed in a highly competitive marketplace. Each of the compensation elements are designed to achieve certain objectives:Compensation Highlights

Our goal is to pay a totalposition target compensation, package valuedon average, at the median of the external market for the Named Executive Officers. On an individual basis, target Companycompensation for each Named Executive Officer may be set above or below median based on a variety of factors including sustained performance over time, readiness for promotion to a higher level, and skill set and experience relative to external market counterparts. Actual compensation varies above or below the mediantarget level based on the degree to which specific performance goals are attained in the variable incentive plans, changes in stock value over time, and the individual performance of each executive.

As discussed above, in fiscal year 2013, we reported strong operating results with solid revenue growth of 6% and record earnings per share performance. In line with the improvements in the Company’s overall financial performance in fiscal year 2013 compared to fiscal year 2012 and our strong results versus budgeted goals, the total direct compensation of the external marketNamed Executive Officers increased, primarily due to an increase in their annual cash incentive award payments. The annual cash incentive payments for superior or inferior Companythe Named Executive Officers ranged from 112.1% to 120.8% of their targets, as compared to 92.8% to 115.7% of their targets in fiscal year 2012. In addition, 100% of performance-based RSU target awards granted in early fiscal year 2012 (which are based on performance as defined by profitability and long-term financial growth. The “external market” utilized byover a two-year period) were earned at the end of fiscal year 2013, up from 70% earned at the end of fiscal year 2012.

In summary, the Compensation Committee in making compensation decisions is described in greater detail in the “Peer Group Selection and Market Data” section below and in the descriptions of various compensation determinations in this Compensation Discussion and Analysis section of the Proxy Statement.

In addition, inconcluded that fiscal year 2010, Broadridge completed a three-year2013 compensation was well aligned with the Company’s performance for the year and that the connection between pay and performance is strong.

Total Direct Compensation Objectives and Fiscal Year Changes

The primary elements of our executive compensation program that was intended to increase total equity ownership among its executive officers who were officers of Broadridge at the time of the spin-off from ADP (the “Founding Executive Officers”) through special stock option grants that were madeare described below.

Other Compensation Elements

In addition to the annual long-term equity incentive awards explained above. These grants arecompensation elements described in greater detail below inabove, we also provide the “Specialcompensation described below.

The Company maintains Officer Stock Option Grants” section of this Proxy Statement.

The Compensation CommitteeOwnership and the Board of Directors have also adopted several policies that are designed to reflect best practice corporate governance concerns: Stock OwnershipRetention and Holding Period Guidelines, an Executive Officer Compensation Clawback Policy, and a Pre-Clearance and Insider Trading Policy.

Risk Considerations

The Compensation Committee reviews the risks and rewards associated with Broadridge’s compensation programs to ensure their design mitigates risk without diminishing the incentive nature of the compensation. In total, these programsPolicy that are designed to reward a mix of short-, medium-, and long-term Company financial performance with both cash and equity incentives, while mitigating the possibility of excessive risk-taking by executive officers.

During 2010, the Compensation Committee’s independent compensation consultant, Towers Watson conducted a risk assessment of the Company’s compensation policies and practices and concluded that they do not motivate imprudent risk taking. Towers Watson’s analysis included a qualitative review of plan design and governance processes and a quantitative analysis of pay and performance outcomes. The Company’s compensation policies and practices were evaluated in light of four potential risks:

In addition, management conducted an internal review that utilized risk managementreflect best practices under the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) risk evaluation model, which is a leading industry-standard enterprise risk management framework.in corporate governance. For information about these policies, please see “Corporate Governance Policies” on pages 41-42.

Based on the reviews conducted by Towers Watson and management, we believe our compensation programs for all Broadridge employees do not create risks that are reasonably likely to have a material adverse effect on the Company. We believe our compensation programs encourage and reward prudent business judgment and appropriate balancing of risk to maximize value creation over the long term. The analyses identified several design features in our compensation program that explicitly mitigate risk. These include:

Key Roles and Processes for Executive Compensation Decision-MakingKEY ROLES AND PROCESSES FOR EXECUTIVE COMPENSATION DECISION-MAKING

Role of the Compensation Committee

The Compensation Committee, which consists solely of independent directors, has oversight of all compensation elements of compensation ofprovided to Broadridge’s executive officers, including the Named Executive Officers, and it determines and approves the total compensation package of the CEO. In practice, the Compensation Committee is involved in the review and approval of all compensation decisions related to all of the Named Executive Officers. The Compensation Committee plays a significant role in the evolution of Broadridge’s executive compensation strategies and policies in order to ensure that suchour executive compensation strategies and policies supportprogram supports our long-term business strategy and enhanceenhances our performance and return to stockholders. Among its duties, the Committee determines and approves the total compensation of our CEO and approves the compensation for the remainder of our Named Executive Officers after taking into account the CEO’s recommendations including:

Role of the Independent Consultant

Since 2007, theThe Compensation Committee engaged Towers Watsonengages Cook & Co. as its independent compensation consultant to provide compensation market analysis and insight with respect to the compensation of our executive officers, including

the Named Executive Officers. In addition, in fiscal year 2010, Towers WatsonCook & Co. provided the Compensation Committee advice on changes toregarding selection of the Peer Group companies (as defined below), an update onmarket competitive compensation, design of the variable incentive plans, selection of performance goals and ranges, executive compensation trends, recommendations on a new clawback policy,regulatory updates, and an assessment onof the executive pay program for excessive risk-taking.compensation risk of Broadridge’s incentive plans. The Compensation Committee reviewed the independence of Cook & Co. and concluded that Cook & Co. is independent and their work has not raised any conflicts of interest. Please see the “Corporate Governance” section of this Proxy Statement for additional information about the role of Towers Watson.Cook & Co.

Role of Management

TheEach year our CEO makes recommendations to the Compensation Committee consults with Broadridge’s CEO who makes recommendations on compensation policies and awards pertainingrespect to the Company’sbase salaries, annual cash incentive awards and long-term incentive awards for executive officers, including the other Named Executive Officers. Also, in evaluatingOfficers, within the framework of the executive compensation program approved by the Committee and taking into account Cook & Co.’s review of market competitive compensation data on behalf of the Committee. These recommendations are based upon his assessment of each executive officer’s performance, the performance of the individual’s respective business or function, and employee retention considerations. The Committee considers the CEO’s recommendations in its sole discretion. Our CEO does not make recommendations that affect his own compensation.

Results of 2012 Say on Pay Proposal

The Company provides stockholders with an opportunity to cast an advisory vote on the compensation of the Company’s Named Executive Officers, as disclosed pursuant to the SEC’s compensation disclosure rules (a “Say on Pay Proposal”). At the 2012 annual meeting of stockholders, approximately 95% of the votes cast on the Say on Pay Proposal were voted in favor of the proposal. The Committee discussed the results of this advisory vote in connection with its review of compensation decisions. Based on the outcome of the annual advisory vote, and after taking into account stockholder feedback, the Compensation Committee takes into accountbelieves that the annual evaluationCompany’s current executive compensation program has the support of the CEO conducted byCompany’s stockholders. As a result, no actions were taken with respect to our executive compensation program based on the Board.

The Committee will continue to consider the outcome of the Company’s annual Say on Pay Proposal votes and the views of our stockholders when making future compensation decisions for the Named Executive Officers. The Company will present the Say on Pay Proposal for advisory vote on an annual basis at least until the next advisory vote on the frequency of say on pay votes (no later than the 2017 annual meeting of stockholders).

Peer Group Selection and Market Data

The list of companies determined to be Broadridge’s peers for compensation benchmarking purposes is reviewed annually by the Compensation Committee. The Compensation Committee, with the assistance of its independent compensation consultant, hasCook & Co., determined that the following 2118 companies are Broadridge’s 2010 peers for fiscal year 2013 compensation benchmarking purposes (the “Peer Group”):

The Peer Group, was adjustedInc. were removed from the 2009list of peer group uponcompanies used in the reviewprior fiscal year. MF Global Holdings, Ltd. filed for bankruptcy protection in 2011. GFI Group, Inc. was removed from the list because its revenues are less than half of Broadridge’s revenues and recommendation of the Compensation Committee’s compensation consultant. it is in an industry with a different risk profile than Broadridge.

The Peer Group companies were selected by the Compensation Committee taking into account the recommendations of the Compensation Committee’s compensation consultant and were based primarily on fourtwo factors:

Metavante Technologies, Inc. and Perot Systems were removed from

•

Size (i.e., the peer companies are within a reasonable size range, both larger and smaller).

Peer Group because they were acquired by other companies and are no longer deemed “best fit” for Broadridge. The Compensation Committee, at the recommendation of their compensation consultant, also elected to add the following organizations to the Peer Group because of their similar size and the fact they provide services to the financial services industry similar to those provided by Broadridge: Dun & Bradstreet Corp., Euronet Worldwide Inc., Jack Henry & Associates, MF Global Holdings, Ltd., and VeriFone Holdings Inc.

The Peer Groupgroup data is considered a primary source of information infor the determination of both market practices and market compensation levels for the Named Executive Officers. However,As there is limited data on positions other than the CEO and CFO in many circumstances, the Peer Grouppeer group data, is not sufficient due to limited matches of certain executive officer positions or roles. In those cases, the Compensation Committee also reviews data from two national survey sources related to 415 publicly traded general industry companies with annual revenues regressed to $2.2 billion (the “General Industry Group”) size-adjusted for Broadridge’s total revenues, as described in the next paragraph, or in the case of Mr. Schifellite’s role, for the total revenues of the bank, broker-dealer and corporate issuer solutions businesses of our Investor Communications segment (the “Bank/Broker/Issuer division”), when it is consideringconsiders the market competitiveness of Named Executive Officer compensation levels and/or market practices. The surveys utilized are Towers Watson’s CDB General Industry Executive Compensation Survey, which includes 435 participants, and Aon Hewitt’s TCM Executive Total Compensation Regression Analysis: United States, which includes more than 360 participants.

For comparison purposes, due to the variance in size among the companies in the General Industry Group, regression analysis, which is an objective analytical tool used to determine the relationship between data,one variable and another, is used to adjust the data for differences in the General Industry Group company revenues in order to be comparable to Broadridge. Because revenue was the sole factor in determining the General Industry Group, the Compensation Committee considers the General Industry Group a secondary source for data when compared to the Peer Group where the relevance of the Peer Group data may be limited.

Regressed General Industry Group data was reviewed by the Compensation Committee in conjunction with the Peer Grouppeer group data to determine market rates and year-over-year changes in all Named Executive Officers’ total

compensation, which are discussed in more detail below. Peer Group data was also used to determine external market competitive practice on executive officer stock ownership levels when evaluating the special stock option grants, as explained below.

Elements of Executive Compensation

Summary of Target Compensation for Named Executive Officers

The fiscal year 20102013 compensation elements that comprise the annualized total target direct compensation for the Named Executive Officers are summarized below. The information described below differs from the information presented in the Summary Compensation Table required by the SEC, which can be found on page 45,46 of this Proxy Statement, and is not a substitute for such information. The RSUstock award and stock option awards columns in the Summary Compensation Table represent the grant date fair value of awards made during fiscal year 2010.2013. The target equity values below represent a planning estimate,target used by the Compensation Committee at the time of their decision, of the grant date fair value of these awards. In addition, this table does not include the special stock option grants to the Founding Executive Officers, as described in the “Special Stock Option Grants” section of this Proxy Statement.Committee.

The mix of compensation elements for the Named Executive Officers and particularly the CEO,is also detailed below. Pay mix is more heavily weighted towards variable, performance-based compensation for the Named Executive Officers, particularly the CEO, than for the balance of theother executive officer population.officers. This is intended to ensure that the executives who are most responsible for overall performance and changes in stockholder value are held most accountable.

The mix of payaccountable for each Named Executive Officer is distributed as follows:results.

CEO Evaluation Process

In fiscal year 2010, theThe Compensation Committee withevaluates the adviceperformance of a third-party executive leadership consultant, adopted a new process by which the CEO’sCEO annually. The Compensation Committee’s evaluation of Mr. Daly’s performance will be evaluated each year commencing with the fiscal year 2010 performance review. The CEO evaluation focuses on both leadership and measureable performance, as discussed below:is focused on:

Mr. Daly’s performance in each of these categories wasleadership and the CEO scorecard were evaluated by Mr. Daly himself and all independent members of the Board. In addition, Mr. Daly’s behaviors in the leadership profile categories werewas also evaluated by the executive officers of the Company. Ratings were tabulated by thea third-party executive leadership consultantservice provider and returned toreviewed by the Board of Directors.

The Board of Directors used the results of both the leadership profileassessment and the CEO scorecard to assessevaluate Mr. Daly’s performance for the fiscal year, and to communicate the key behaviorsperformance and strategic and leadership goals that the Compensation Committee wants Mr. Daly to pursue in the upcoming fiscal year. At the conclusion of the fiscal year, the results and commentary provided by the executive leadership consultant to the Company’s Board were considered by the Compensation Committee, along with Peer Group benchmark data provided by the independent compensation consultant in determining the Strategic Goals portion of Mr. Daly’s annual cash incentive award payment for fiscal year 2010, and Mr. Daly’s total target compensation for fiscal year 2011.

In its evaluation of Mr. Daly, the Board of Directors concluded that Mr. Daly exceededmet the overall expectations of the Board in both its leadership assessment and the leadership profile andresults measured on the CEO scorecard in fiscal year 2010.2013, and made recommendations to the Compensation Committee reflecting this evaluation. At the conclusion of the fiscal year, the results were considered by the Compensation Committee in determining Mr. Daly’s compensation.

ELEMENTS OF EXECUTIVE COMPENSATION

Base Salary

The base salarysalaries of Broadridge’s CEO isthe Named Executive Officers are reviewed and approved by the Compensation Committee in Augustthe first quarter of the Company’s fiscal year. Base salaries are targeted at the median based on Peer Group benchmarking and a General Industry Group survey and a review of market trends prepared by Cook & Co. Actual positioning varies above or below the median to reflect each year. Through 2009,executive’s performance over time, experience and skill set relative to the Company’s other executive officers, and their criticality to the Company.

In September 2012, the Compensation Committee reviewed the base salaries of Broadridge’s otherthe Named Executive Officers were reviewed and approved bytaking this criteria into consideration, the CEO andCommittee made the Compensation Committee in April of each year. This process was changed in 2010 and now occurs in August of each year.

Executive officer base salaries vary based on job responsibilities, individual contributions, and the relative scarcity of key skills in the external market. The base salaries for Broadridge’s CEO, CFO, and other Named Executive Officers are designed so that, when combined with other compensation elements, the total compensation levels at target performance are approximately at the median of similar positions in the Peer Group. The base salaries of the other executive officers are set using a similar methodology, but with a target of the median of the General Industry Group. The General Industry Group is used as the primary benchmark for other executive officer compensation analyses because the Peer Group data has not historically provided a sufficient number of job matches to make the analysis of those positions statistically reliable based on the functional role of each executive.

Chief Executive Officer

In August 2009, the Compensation Committee reviewed Mr. Daly’s base salary and determined to make no change to his salary for 2010. In making this decision, the Compensation Committee considered an external market analysis conducted by its independent compensation consultant and the fact that Broadridge canceled the April 2009following merit-based salary increases for executive officers and delayed the 2010 merit-based salary increase from April 2010 to September 2010 due to the weak economic conditions.

In August 2010, management recommended to the Compensation Committee that in consideration of the continued weak economic conditions, the executive officers should not receive merit-based salary increases in 2011 except where there was a significant difference between an officer’s base salary and the market median. Although the fiscal year 2010 CEO evaluation conducted by the Board of Directors concluded that Mr. Daly exceeded the expectations of the Board in both the leadership profile and the CEO scorecard, the Compensation Committee agreed with management’s recommendation and determined that Mr. Daly should not receive a merit-based salary increase for 2011 due to the continued weak economic conditions and to maintain consistency with the other executive officers.

Other Named Executive Officers

In April 2009, executive salary surveys provided by Towers Watson and other compensation consulting firms indicated that the majority of surveyed companies changed their planned executive base salary merit increases in 2009 due to the weak economic conditions. As a result of this analysis, in April 2009, the Compensation Committee approved Mr. Daly’s recommendation that base salaries be frozen for all other Named Executive Officers for 2010.

In 2010, the Compensation Committee engaged Towers Watson to perform a review of total target direct compensation (i.e., base salary, target annual cash incentive, and target long-term equity incentive award) for all executive officers, including the Named Executive Officers. Based2013, effective on this analysis, the Compensation Committee decided in August 2010 to increase the base salary of Mr. Schifellite for 2011 to $400,000 per year, effective September 1, 2010, to better align his total target compensation package with the median of similar positions in the Peer Group. The fiscal year 2011 base salaries for Mr. Sheldon and Mr. Hogan were not adjusted based on the findings presented in the Towers Watson study.2012:

Upon joining Broadridge in April 2010, Mr. Gokey’s base salary was set by the Compensation Committee at $500,000 based on a review by management of market practices for executives with similar responsibilities to Mr. Gokey and his overall compensation package.

Annual Performance-Based Cash Incentives

Broadridge provides annual performance-based cash incentives to all of its executive officers, including the Named Executive Officers, under the 2007 Omnibus Award Plan. The incentives are intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The annual cash incentives for the Company’s Named Executive Officers are designed to reward annual performance, as measured by achievement against pre-set goals.

Certain of the corporate performance targets discussed in this Proxy Statement related to cash and equity incentive compensation are measured in a manner that reflects specific pre-determined adjustments to results. The Compensation Committee determines at the time it establishes the targets certain types of expenses, costs and other matters (such as acquisition costs and restructuring and integration costs, as well as changes in accounting rules that occur after the awards are made) that it believes should not affect the calculation of the achievement of a performance goal. Similarly, divisional performance targets typically exclude corporate allocations, costs associated with corporate initiatives, or other matters that management recommends to the Committee not to be considered when measuring performance. The purpose of these adjustments is to ensure that the measurement of performance reflects factors that management can directly control and that payout levels are not artificially inflated or impaired by factors unrelated to the ongoing operation of the business.

Fiscal Year 2013 Cash Incentive Award Target Changes

In August 2009,September 2012, after reviewing Broadridge’s fiscal year 20102013 business plan and a report fromtaking into account the independent compensation consultantresults of the Cook & Co. study, the Committee decided that provided data on executivethe annual cash incentive pay practices,targets as a percentage of base salary would be increased for three of the Named Executive Officers, as set forth below:

Maximum Cash Incentive Awards Available

Early in fiscal year 2013, the Compensation Committee recommendedestablished that allno annual cash incentive award targetsawards would be payable to the Company’s executive officers unless the Company’s fiscal year 2013 adjusted net earnings were at least $133 million. The Committee selected this metric because it measures annual corporate growth and is believed to provide alignment with our stockholders’ interests. Adjusted net earnings was defined as the Company’s fiscal year 2013 net earnings from continuing operations after income taxes reported in the Company’s financial statements for our Named Executive Officers remain unchanged for 2010. Also,the 2013 fiscal year, as adjusted to exclude the impact of the full amount of all items of gain, loss, charge or expense relating to the items specified by the Compensation Committee approvedwithin the goals for each Named Executive Officer. For 2010, 70%first 90 days of the target annual cash incentiveperformance period, as disclosed in the Company’s financial statements, footnotes to the financial statements or in management's discussion and analysis of financial condition and results of operations appearing in the Company’s Form 10-K for the fiscal year. In fiscal year 2013, these adjustments consisted of the exclusion of the impact of restructuring and impairment charges related to severance, one-time system development costs, and the restructuring and outsourcing of certain processing related to our desktop applications.

Achievement of this performance threshold goal establishes a maximum award amount that each Named Executive Officer exceptis eligible to receive, equal to 200% of their target amount set forth below. However, the CEO,actual cash incentive award payable is based on pre-setdetermined by the Compensation Committee in its discretion, taking into account financial goals, withand non-financial performance of the remainder based onCompany, individual performance of the Named Executive Officer, and any other factors the Compensation Committee deems relevant, limited to the maximum award amount.

Broadridge’s adjusted net earnings for fiscal year 2013 exceeded the $133 million threshold; therefore, the Company achieved the required threshold to pay cash incentive awards to the Named Executive Officers. In determining actual award amounts, the Committee considered achievement compared to pre-established financial, strategic goals and client satisfaction. satisfaction goals as described below.

2013 Cash Incentive Award Performance Metrics

For fiscal year 2013, the CEO, 75% ofCommittee determined that the annual target annual cash incentive isawards for the Named Executive Officers would be based primarily on pre-set financial goals.the following three components:

Financial Goals

Achievement of certain financial measuresgoals is the most heavily-weightedheavily weighted set of goals for all Named Executive Officers because the Compensation Committee considers these goals to provide the most relevant measures of the Company’s overall business performance for the year, as it believes theseattainment of the annual goals set for each metric is necessary to achieve the Company’s long-term growth and profitability objectives.

The Committee establishes a threshold, a target and a maximum level for each financial goal. Each level represents a different performance expectation considering factors are directly relatedsuch as the Company’s prior year’s performance and strategic plan growth goals.

Strategic Goals:

The following financial goals are part of the Compensation Committee, up to a pre-set limit based on the achievementscoring of an EPS goal. The Company’s fiscal year 2010 EPS determines the maximum eachannual cash incentive plans for Named Executive Officer is eligible to receive under this portion of the cash incentive; however the Compensation Committee may,Officers:

in its discretion, provide a lesser amount. The EPS goals selected to fund this portion of the cash incentive awards are not the Company’s financial targets. Instead, they were selected by the Compensation Committee to serve as levels of EPS performance under which the discretionary portion of the cash incentive award payments should be capped to ensure that payouts are aligned with both the Company’s strategic accomplishments and financial results. The chart below details the maximum award as a percentage of target at various EPS achievement levels for this portion of the cash incentive awards.

The details on the calculation of the 2010 annual cash incentive amounts for the Named Executive Officers are provided below.

Definition

Chief Executive Officer

Mr. Daly’s annual cash incentive award is part of his total annual compensation package. Its target value for fiscal year 2010 was $1,100,000, with a range of possible payment of 0% to 200% of the target amount. The measures approved by the Compensation Committee were as follows:

Chief Executive Officer—Determination of Fiscal Year 2010 Annual Cash Incentive Award

The goals for Mr. Daly were set and evaluated by the Compensation Committee and communicated to Mr. Daly at the beginning of the fiscal year. Mr. Daly’s fiscal year 2010 cash incentive payment was reviewed and approved by the Compensation Committee. Mr. Daly does not participate in the final determination of his cash incentive payment. The Financial Goals portion of Mr. Daly’s 2010 cash incentive award was determined as follows: