UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx ☒
Filed by a Party other than the Registrant¨o
Check the appropriate box:
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Name of Registrant as Specified inIn Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |
(1) | Amount previously paid: |
(2) | Form, schedule or registration statement no.: | |
(3) | Filing party: | |
(4) | Date filed: | |
5 Dakota Drive
Lake Success, New York 11042
Dear Stockholder:Stockholders
You are cordially invited to attend the 20152017 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc. Our 20152017 Annual Meeting will be held on Thursday, November 12, 2015,16, 2017, at 10:00 a.m. Eastern Time. We are
I am very pleased to note that thiswe celebrated our 10-year anniversary of becoming a public company in 2017. This year’s annual meeting will be our seventhninth completely virtual meeting of stockholders. You will be able to attend the 20152017 Annual Meeting, vote, and submit your questions during the meeting via the Internet by visitingbroadridge.onlineshareholdermeeting.com.
At the meeting, our stockholders will elect our Board of Directors andDirectors. I am pleased that Pamela L. Carter, the former President of Cummins Distribution Business, a division of Cummins Inc., is our new candidate for election to the Board this year. We will conduct several other important items of business at the meeting, and I will report on our fiscal year 20152017 financial performance. I will also answer questions from our stockholders.
Whether or not you plan to attend the 20152017 Annual Meeting, please read our 20152017 Proxy Statement for important information on each of the proposals, and our practices in the areas of corporate governance and executive compensation. Our 20152017 Annual Report to Stockholders contains information about Broadridge and our financial performance.
Please provide your voting instructions by the Internet, telephone, or by returning a proxy card or voting instruction form. Your vote is important to us and our business and we strongly urge you to cast your vote.
I am very much looking forward to our 20152017 Annual Meeting of Stockholders.
Sincerely,
Richard J. Daly
President and Chief Executive Officer
Lake Success, New York
October 2, 20152017
5 Dakota Drive
Lake Success, New York 11042
NOTICE OF ANNUAL MEETING OF STOCKHOLDERSNotice of Annual Meeting of Stockholders
The 20152017 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc., a Delaware corporation, will be held on Thursday, November 12, 2015,16, 2017, at 10:00 a.m. Eastern Time.
You can attend the 20152017 Annual Meeting online, vote your shares electronically, and submit questions during the meeting by visitingbroadridge.onlineshareholdermeeting.combroadridge.onlineshareholdermeeting.com..Be sure to have the control number we have provided to you to join the meeting. At the meeting, stockholders will be asked to:
At the meeting, stockholders will be asked to: | ||
• | Elect ten directors to hold office until the 2018 annual meeting of stockholders and until their successors are duly elected and qualified; | |
• | Approve, on an advisory basis, the compensation of our Named Executive Officers (the Say on Pay Vote); | |
• | Vote, on an advisory basis, on the frequency of holding the Say on Pay Vote (the Frequency Vote); | |
• | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2018; and | |
• | Transact such other business as may properly come before the meeting and any adjournment or postponement thereof. | |
Stockholders of record at the close of business on September 21, 2015,2017, are entitled to notice of, and to vote at the 20152017 Annual Meeting. Each stockholder is entitled to one vote for each share of common stock held at that time. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the 2015 Annual Meeting for a period of 10 days prior to the meeting at our principal executive offices at 5 Dakota Drive, Lake Success, New York 11042, and electronically during the 2015 Annual Meeting atbroadridge.onlineshareholdermeeting.comwhen you enter the control number we have provided to you.
As permitted by the rules of the Securities and Exchange Commission, we are pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of our annual meeting, and conserves natural resources. On or about October 2, 2015, we mailed our stockholdersbegan distributing a Notice containing instructions on how to access our 2015of Internet Availability of Proxy Statement and 2015Materials, proxy statement, the 2017 Annual Report and vote online. The Notice also included instructions on how you can receive a paper copy of the proxy materials. If you received your proxy materials by mail, the 2015 Proxy Statement, 2015 Annual Report,to Stockholders, and proxy card were enclosed. If you received your proxy materials via e-mail, the e-mail contained voting instructions and links to the 2015 Proxy Statement and 2015 Annual Report on the Internet.
We encourage you to vote at your earliest convenience, by one of the following means before the Annual Meeting:
You may also vote during the Annual Meeting via the Internet by visitingbroadridge.onlineshareholdermeeting.comand following the instructions. Please vote as soon as possibleapplicable, to record your vote promptly, even if you plan to attend the 2015 Annual Meeting.stockholders on October 2, 2017.
By Order of the Board of Directors,
Adam D. Amsterdam
Maria Allen
Secretary
Lake Success, New York
October 2, 20152017
Broadridge 2017 Proxy Statement i
Table of Contents
Page | ||||
| ||||
| ||||
-i-
ii Broadridge 2017 Proxy Statement
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 12, 2015
This Proxy Statement is furnished to the stockholders of Broadridge Financial Solutions, Inc. (the “Company” or “Broadridge”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the 20152017 Annual Meeting of Stockholders of the Company (the “20152017 Annual Meeting” or the “AnnualMeeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
Annual Meeting of Stockholders
• | ||
Time and Date | 10:00 a.m. Eastern Time, November | |
• | ||
Attend Meeting via Internet | broadridge.onlineshareholdermeeting.com | |
• | ||
Record Date | September 21, | |
• | ||
Voting | Stockholders as of the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each Director nominee and one vote for each of the other proposals. There is no cumulative voting. |
What matters will be voted on at the Annual Meeting?
| ||||||
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 Meeting. Those persons intend to vote the proxy in accordance with their best judgment.
When will the Annual Meeting take place?
The 2015 Annual Meeting of Stockholders will take place on Thursday, November 12, 2015, at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting. You will be able to attend, vote, and submit questions during the Annual Meeting via the Internet by visitingbroadridge.onlineshareholdermeeting.com.
We hope you will exercise your rights and fully participate as a stockholder. It is very important that you vote to play a part in the future of our Company. You do not need to attend the Annual Meeting to vote your shares.
If you hold your shares through a broker, bank or nominee, your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the Annual Meeting (except on the ratification of the appointment of our independent registered public accountants for 2018), unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares via telephone or the Internet. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or nominee before the date of the Annual Meeting.
The following table summarizes the proposals to be considered at the Annual Meeting and the Board’s voting .recommendation with respect to each proposal.
How does the Board of Directors recommend that I vote?
More information | Broker discretionary voting allowed? | Abstentions and Broker Non-Votes | Votes required for approval | |||
PROPOSAL 1 | Election of Directors | Page 7 | FOR each Nominee | No | Do not count for all four proposals (no effect) |
PROPOSAL 2 | Non-binding Advisory Vote to Approve the | Page 29 | FOR | No | Majority of votes cast required for proposals 1, 2 and 4 | ||
PROPOSAL 3 | Non-binding Advisory Vote on the Frequency of Holding the Say on Pay Vote (the Frequency Vote) | Page 31 | EVERY ONE YEAR | No | Plurality of votes cast required for proposal 3 | ||
PROPOSAL 4 | Ratification of Appointment of Independent Registered Public Accountants for 2018 | Page 68 | FOR | Yes |
Who may vote at the Annual Meeting?
Holders of our common stock at the close of business on September 21, 2015 (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 in Lake Success, New York, and electronically during the Annual Meeting atbroadridge.onlineshareholdermeeting.com when you enter the control number we have provided to you.
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 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 or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals in this2017 Proxy Statement but not all. Please see the section titledWhat if I submit a proxy, but do not specify how my shares are to be voted? for additional information.1
What do I need to do to attend the Annual Meeting on the Internet?
Broadridge will be hosting the 2015 Annual Meeting via the Internet. A summary of the information you need to attend the Meeting online is provided below:
Vote Right Away
Deadlines
If I am unable to attend the Annual Meeting on the Internet, can I listen to the Annual Meeting by telephone?
Yes. Stockholders unable to access the Annual Meeting on the Internet will be able to call 1-877-328-2502 and listen to the Meeting if they provide their control number. Although stockholders accessing the Annual Meeting by the telephone will be able to listen to the Meeting and may ask questions during the Meeting, you will not be considered present at the Annual Meeting and will not be able to vote unless you also attend the Meeting via the Internet.
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 Securities and Exchange Commission (the “SEC”), we are making this Proxy Statement available to our stockholders primarily via the Internet (“Notice and Access”). On or about October 2, 2015, 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 contains instructions on how to access an electronic copy of our proxy materials, including this Proxy Statement and our 2015 annual report to stockholders (the “Annual Report”). The Notice 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.
Can I vote my shares by filling out and returning the Notice regarding the Internet Availability of Proxy Materials?
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 and returning it. The Notice provides instructions on how to cast your vote. For additional information, please see the section titledHow do I vote my shares and what are the voting deadlines?
Why didn’t I receive a Notice 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 Broadridge 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:
Even if you plan to attend theour Annual Meeting, we recommend that you also submit your proxy card orplease read this Proxy Statement with care and vote right away using one of the following methods.
BY INTERNET USING YOUR COMPUTER | BY TELEPHONE | BY INTERNET USING YOUR TABLET OR SMARTPHONE | IF YOU RECEIVED YOUR PROXY MATERIALS BY MAIL, BY MAILING YOUR PROXY CARD |
 |  |  |  |
Registered Owners Visit 24/7 www.proxyvote.com | Registered Owners in the U.S. or Canada dial toll-free 24/7 1-800-690-6903 | Scan this QR code 24/7 to vote with your mobile device (may require free software) | Cast your ballot, sign your proxy card and send by free post |
You will need the control number included in your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. |
The telephone and Internet or telephone by the applicable deadline so that your votevoting facilities will be counted if you later decide not to attend the Meeting.close at 11:59 p.m. Eastern Time on November 15, 2017.
Beneficial Owners.If you are a beneficial owner of your shares you should have receivedare held in a Notice of Internet Availabilitystock brokerage account or voting instructions from the brokerby a bank or other nominee, holding your shares. You shouldability to vote by telephone or over the Internet depends on your broker’s voting process. Please follow the instructions in the Notice or the voting instructionsdirections provided to you by your broker, bank or nominee in order to instruct your broker or nominee on how to vote your shares. Notice and Access delivery ofnominee.
Voting During the proxy materials, and Internet and/or telephone voting, also will be offered to stockholders owning shares through most banks and brokers.Annual Meeting
You may also attend the Annual Meeting on Thursday, November 12, 2015, at 10:00 a.m. Eastern Time via the Internet atbroadridge.onlineshareholdermeeting.com and vote during the Annual Meeting.
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:
Beneficial Owners. If you are a beneficial owner of your shares, you must contact the broker or other nominee holding your shares and follow its instructions for changing your vote. Alternatively, you may attend the Annual Meeting via the Internet atby visiting broadridge.onlineshareholdermeeting.com and vote again.following the instructions. You will need the control number included in your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.
What will happen if I do not vote my shares?
Stockholders of Record. If you are the stockholder of record of your sharesQuestions and you do not vote by telephone or mail, or via the Internet before or duringAnswers About the Annual Meeting your shares will not be voted atand Voting
Please see the Annual Meeting.
Beneficial Owners. If you are the beneficial owner of your shares and you do not instruct your broker or other nominee how to vote your shares, your broker or nominee may exercise its discretion to vote on some proposals atsection entitled “About the Annual Meeting but not all. Underand These Proxy Materials” beginning on page 71 for answers to common questions on the rules and procedures about the proxy and Annual Meeting process.
2 Broadridge 2017 Proxy Statement
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the New York Stock Exchange (the “NYSE”), your broker or nominee does not have discretion to vote your shares on non-routine matters such as Proposals 1 and 2. However, your broker 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. Ifinformation that you are a stockholder of recordshould consider, and you submit a proxy card, butshould read the entire Proxy Statement carefully before voting. Page references are supplied to help you do not provide voting instructionsfind further information in this Proxy Statement.
Nominees for Director (page 8)
The following table provides summary information about each director nominee. Each director stands for election annually. Detailed information about each nominee’s background, skill set and areas of experience can be found beginning on the card, your shares will be voted:page 8.
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 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 or nominee, your broker 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 or other nominees who hold shares of our common stock for abeneficial 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 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.
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 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. On September 21, 2015, there were 118,274,306 shares of common stock outstanding and entitled to vote (excluding 36,186,821 treasury shares not entitled to vote).
Your shares will be counted towards the quorum if you vote by mail, by telephone, or via 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 Meeting to a later date.
What vote is required to approve each proposal?
Director Name | Age | Occupation | Independent | Director Since | ||
Leslie A. Brun | 65 | Chairman and CEO, SARR Group, LLC | Yes | (1) | 2007 | |
Pamela L. Carter | 68 | Retired President, Cummins Distribution Business, a division of Cummins Inc. | Yes | — | ||
Richard J. Daly | 64 | CEO, Broadridge | No | (2) | 2007 | |
Robert N. Duelks | 62 | Retired Executive, Accenture plc | Yes | 2009 | ||
Richard J. Haviland | 71 | Retired Chief Financial Officer, ADP | Yes | 2007 | ||
Brett A. Keller | 49 | CEO, Priceline.com | Yes | 2015 | ||
Stuart R. Levine | 70 | Chairman and CEO, Stuart Levine and Associates LLC | Yes | 2007 | ||
Maura A. Markus | 59 | Former President and COO, Bank of the West | Yes | 2013 | ||
Thomas J. Perna | 66 | Chairman, Board of Trustees, Pioneer Mutual Fund Group | Yes | 2009 | ||
Alan J. Weber | 68 | CEO, Weber Group LLC | Yes | 2007 | ||
| (1) | Chairman of the Broadridge Board |
| (2) | Broadridge Management |
Governance Highlights (page 16)
The Company believes good governance is integral to achieving long-term stockholder value. We are committed to governance policies and practices that serve the interests of the Company and its stockholders. The Board of Directors monitors developments in governance best practices to assure that it continues to meet its commitment to thoughtful and independent representation of stockholder interests. The following table summarizes certain corporate governance practices and facts:
Board
 | Strong Independent Chairman | ||||
|
|
Majority Independent Directors – 9 of the 10 director nominees are independent | |||
| Annual Election of |
| |||
| Director Stock Ownership Guidelines and Holding Period Requirements – | ||||
| | Annual Board and Committee Evaluation Process |
Stockholder Rights
| | Proxy Access |
| | No Poison Pill |
Executive Compensation
| | Annual Say on | ||||
| | Clawback Policy | ||||
| | Prohibition on Hedging, Pledging and Short Sales of our |
|
| ||
| Double-trigger on Change in Control | ||||
| |
No Re-pricing or Discount Stock Options | ||||
| | No Dividends or Dividend Equivalents on Unearned Performance-based Restricted Stock Units (“RSUs”) | ||||
| |
Stock Ownership Guidelines and Retention and Holding Period Requirements | ||||
| | No Employment Agreements | ||||
| | No Excise Tax Gross-ups | ||||
| | Restrictive Covenant Agreements | ||||
| | Modest Perquisites |
With respectBroadridge 2017 Proxy Statement 3
Select Performance Highlights (page 33)
(For more complete information about these topics, please review the Company’s Annual Report on Form 10-K.)
Business Highlights.
In fiscal year 2017, we achieved another year of strong financial performance, including record closed sales results. These strong financial results enabled the Company to all Proposals, you may vote FOR, AGAINSTgenerate total shareholder return of 93% for the three-year period ended June 30, 2017, which would have put Broadridge within the top quartile of companies in the S&P 500.
Stockholder Value Creation.
4 Broadridge 2017 Proxy Statement
Pay is Aligned to Company Performance (page 32)
Broadridge’s compensation programs are designed to align the interests of our executives with the interests of our stockholders. For this reason, the mix of compensation elements for the executive officers listed on the Summary Compensation Table on page 54 (the “Named Executive Officers” or ABSTAIN. If you ABSTAIN“NEOs”), and particularly the CEO, is heavily weighted towards variable, performance-based compensation.
In line with the Company’s strong overall financial performance in fiscal year 2017, the annual cash incentive payments for the Named Executive Officers ranged from voting on any119% to 139% of their targets. In addition, because of our strong EPS performance in fiscal year 2017, performance-based RSU target awards were earned at 120% of their target amounts.
The total direct compensation (“TDC”) of the Proposals,Named Executive Officers increased in fiscal year 2017 due to the voteCompany’s performance in this fiscal year, as well as in some cases, an increase in TDC targets reflecting the Company’s strong performance in the prior fiscal year.
Target Compensation for Named Executive Officers (page 36)
A summary of the fiscal year 2017 target TDC of the Named Executive Officers as approved by the Compensation Committee is set forth in the table below. The compensation presented in this table differs from the compensation presented in the Summary Compensation Table, which can be found on page 54 of this Proxy Statement, and is not considereda substitute for such information.
Base Salary | Annual Cash Incentive | Annual Equity Incentive | ||||||||||||||||||||||
Name | Annual Value | Fixed Cash as % of Target TDC | Cash Incentive Target as % of Base | Target Value | Cash Incentive as % of Target TDC | Target Value | Equity as % of Target TDC | Target TDC | ||||||||||||||||
Mr. Daly | $ | 901,250 | 13% | 165% | $ | 1,487,063 | 21% | $ | 4,750,000 | 67% | $ | 7,138,313 | ||||||||||||
Mr. Young | $ | 546,364 | 25% | 85% | $ | 464,409 | 21% | $ | 1,150,000 | 53% | $ | 2,160,772 | ||||||||||||
Mr. Gokey | $ | 618,000 | 20% | 130% | $ | 803,400 | 26% | $ | 1,650,000 | 54% | $ | 3,071,400 | ||||||||||||
Mr. Perry | $ | 583,495 | 28% | 140% | $ | 816,893 | 39% | $ | 700,000 | 33% | $ | 2,100,388 | ||||||||||||
Mr. Schifellite | $ | 566,500 | 27% | 115% | $ | 651,475 | 31% | $ | 900,000 | 42% | $ | 2,117,975 | ||||||||||||
Executive Total Compensation Mix (page 37)
A significant portion of the CEO’s and other Named Executive Officers’ target TDC is variable, performance-based compensation. This is intended to ensure that the executives who are most responsible for overall performance and changes in stockholder value are held most accountable for results.
Broadridge 2017 Proxy Statement 5
Response to Say on Pay Advisory Vote (page 29)
Each year, the Company provides stockholders with an opportunity to cast and, as a result, it will have no effectan advisory vote on the compensation of the Company’s Named Executive Officers. At the 2016 annual meeting of stockholders, stockholders continued their strong support of our executive compensation program with over 95% of the votes cast in favor of the proposal. Based on the outcome of the annual advisory vote, on any matter.
Can I confirmthe Compensation Committee believes 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 confirmationCompany’s current executive compensation program 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 29, 2015,aligned with the final vote tabulation available through January 13, 2016. You may confirm your vote whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log ontowww.proxyvote.com usinginterests of the control number we have providedCompany’s stockholders. Accordingly, the Compensation Committee decided to youretain the core elements and receive confirmation on how your vote was cast.
Beneficial Owners. If you hold your shares through a bank or brokerage account, the ability to confirm your vote may be affected by the rules of your bank or broker and the confirmation will not confirm whether your bank or broker allocated the correct number of shares to you.
What is householding?
To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Broadridge stock but sharing the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certainstockholders of record who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive only one copypay-for-performance design 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 householdingexecutive compensation program for fiscal year 2017.
The Compensation Committee will continue to have access to and utilize separate proxy voting instructions.
If you are astockholder of record and would like to have separate copiesconsider the outcome of the NoticeCompany’s Say on Pay Votes and the views of Internet Availability or proxy materials mailedour stockholders when making future compensation decisions for the Named Executive Officers.
This year, in addition to youpresenting the Say on Pay proposal for an advisory vote, the Company is requesting your non-binding vote on the frequency of holding an advisory vote to approve the compensation of its Named Executive Officers as disclosed in this Proxy Statement (the Frequency Vote). Currently, the future, you must submit a requestSay on Pay proposal is included every year. Recognizing stockholder expectations and market practice, the Board believes that holding the Say on Pay Vote every year is appropriate.
Ratification of Auditors (page 68)
We ask our stockholders to opt outratify the appointment of householding in writing to Deloitte & Touche LLP as our independent registered public accountants for the year ending June 30, 2018. Below is summary information about Deloitte & Touche LLP’s fees for 2017 and 2016.
Type of Fees ($ in thousands) | 2017 | 2016 | ||||
Audit Fees | $ | 4,474 | $ | 4,534 | ||
Audit-Related Fees | 3,286 | 2,994 | ||||
Tax Fees | 251 | 459 | ||||
All Other Fees | — | — | ||||
Total Fees | $ | 8,011 | $ | 7,987 | ||
6 Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or call Broadridge at 1-800-542-1061, and we will cease householding all such documents within 30 days.2017 Proxy Statement
If you are abeneficial owner, information regarding householdingTABLE OF CONTENTS
Proposal 1 — Election of proxy materials should have been forwarded to you by your bank or broker.Directors
However, please note that if you want to receive a paper proxy card or vote instruction form or other proxy materials for purposes ofAt the 20152017 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.
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 of the Company. The expense of preparing, printing and providing this proxy solicitation will be borne by the Company. The Company may retain D.F. King & Co. 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 frombeneficial 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 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.
At the 2015 Annual Meeting, nineten directors are to be elected, each of whom will serve until the 20162018 annual meeting of stockholders and until their respective successors are duly elected and qualified. The Board has nominated the following individuals to serve as members of the Board of Directors: Leslie A. Brun, Pamela L. Carter, Richard J. Daly, Robert N. Duelks, Richard J. Haviland, Brett A. Keller, Stuart R. Levine, Maura A. Markus, Thomas J. Perna, and Alan J. Weber.
Each of the nominees, with the exception of Ms. Carter, currently serves on the Board and was elected by the stockholders at the 20142016 Annual Meeting with the exception of Mr. Keller, who was appointed at a meeting of the Board of Directors in May 2015.Meeting. Each nominee has consented to be nominated and to serve, if elected.
Under the Company’s Corporate Governance Principles, a majority of the Board must be comprised of directors who are independent based on the rules of the NYSE.New York Stock Exchange (the “NYSE”). The NYSE rules provide that the Board is required to affirmatively determine which directors are independent and to disclose such determination for each annual meeting of stockholders. No director will be deemed to be independent unless the Board affirmatively determines that the director has no material relationship with the Company, either directly or as an officer, stockholder or partner of an organization that has a relationship with the Company. In its review of director independence, the Board of Directors considers all relevant facts and circumstances, including without limitation, all commercial, banking, consulting, legal, accounting, charitable or other business relationships any director may have with the Company in conjunction with the Corporate Governance Principles and Section 303A of the NYSE’s Listed Company Manual (the “NYSE Listing Standards”).
On August 6, 2015,2, 2017, the Board reviewed each director’s relationship with us and affirmatively determined that all of the directors, other than Mr. Daly, are independent under the NYSE Listing Standards. Mr. Daly was determined to be not independent because he is our President and Chief Executive Officer.
The Governance and Nominating Committee seeks directors with established strong professional reputations and experience in areas relevant to the strategy and operations of the Company’s businesses, particularly industries that Broadridge serves. Broadridge is a leading global provider offintech leader providing investor communications and technology-driven solutions to banks, broker-dealers, mutual funds and corporate issuers. Our services include investor and customer communications, securities processing, and data and analytics solutions. In short, we provide the infrastructure that helps the financial services industry. Our systems and services include three core solutions: Technology and Operations, Communications, and Data and Analytics solutions.industry operate. With over 50 years of experience, including 10 years as an independent public company, we provide financial services firms with advanced, dependable, scalable and cost-effective integrated systems. Our systems help reduce the need for clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities.
We serve a large and diverse client base across four client groups: capital markets, asset management, wealth management and corporations. Our clients in the financial services industry includinginclude retail and institutional brokerage firms, global banks, mutual funds, asset managers, insurance companies, annuity companies, institutional investors, specialty trading firms, clearing firms, third party administrators, hedge funds, and financial advisors. We also provideOur corporate clients are typically publicly held companies. In addition to financial services tofirms, our customer communications business services other corporate issuers.clients in the healthcare, insurance, consumer finance, telecommunications, utilities, retail and other service industries with their essential communications.
Our directors’ skills, expertise, background and experiences encompass the areas of banking and financial services, information processing services, technology services, and providers of services to the financial services industry, all of which are areas important to our Company’s businesses and strategy.
The biographies of the director nominees are set forth below. They contain information regarding the individual’s service as a director of the Company, business experience, director positions held currently or any time in the past five years, and the experiences, qualifications, attributes or skills that caused the Board to determine that such individual should serve as a director of the Company.
Each of the nominees for election as a director at the 20152017 Annual Meeting holds or has held senior executive positions in large, complex organizations, and most hold or have held the role of chief executive officer. This experience demonstrates their ability to perform at the highest
levels. In these positions, they have gained experience in core business skills, such as strategic and financial planning, public company financial reporting, compliance, risk management, leadership development, and marketing. This experience enables them to provide sound judgment concerning the issues facing a large corporation in today’s environment, provide oversight of these areas at the Company and evaluate our performance.
Broadridge 2017 Proxy Statement 7
Proposal 1 — Election of Directors
The Governance and Nominating Committee also believes that each of the nominees has other key attributes that are important to an effective board: 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. The Governance and Nominating Committee takes diversity into account in determining the Company’s slate of nominees and believes that, as a group, the directors bring a diverse range of perspectives to the Board’s deliberations.
In addition to the above, the Governance and Nominating Committee also considered the specific experience described in the biographical details that follow in determining to nominate the individuals set forth below for election as directors. For more information on the process undertaken by the Governance and Nominating Committee in recommending qualified director candidates to the Board, see the “Corporate Governance—Governance–Nomination Process” section of this Proxy Statement.
Information About the Nominees
 |
Leslie A. Brun Age 65, has served as Chairman of the Board since 2011 and has been a member of our Board of Directors since 2007. Independent Chairman |
Mr. Brun has been the Chairman and Chief Executive Officer of SarrSARR Group, LLC, an investment holding company, that manages his family investments, since 2006. He is currently Vice Chairman and Senior Advisor of G100 Companies, a unique business partnership that combines the world’s best C-level learning communities with premier professional services firms. He has served as the Non-Executive Chairman of CDK Global, Inc., a global provider of integrated technology solutions to the information technology and marketing/advertising markets of the automotive retail industry, since 2014. Mr. Brun has served as a director of Merck & Co., Inc., a health care company, since 2008. In 2015, he was formerlyelected to the Board of Directors of Hewlett Packard Enterprise Company, after its spin-off from Hewlett Packard Company. From 2011 to 2013, he was Managing Director and head of Investor Relations at CCMP Capital, a global private equity firm. He is also thePreviously, from 1991 to 2005, Mr. Brun served as founder, Chairman and Chairman EmeritusChief Executive Officer of Hamilton Lane Advisors, a provider of asset management services for whichprivate markets investment firm. From 1988 to 1990, he served as Chief Executive Officerco-founder and Chairman from 1991 until 2005. From 1988 to 1991, he was Managing Director and co-founder of the investment banking group of Fidelity Bank in Philadelphia.Bank. Mr. Brun has served as a director of Automatic Data Processing, Inc. (“ADP”), a provider of business outsourcing solutions and our former parent company, sincefrom 2003 andto 2015, including serving as ADP’s Chairman of the Board since 2007. He has notified the Board of ADP that he will not seek re-election at the company’s annual meeting in Novemberfrom 2007 to 2015. He has served as a director of Merck & Co., Inc., a health care company, since 2009. Since September 2014, Mr. Brun has served as the Non-Executive Chairman of CDK Global, Inc., a global provider of integrated technology solutions to the information technology and marketing/advertising markets of the automotive retail industry. In September 2015, he was elected to the Board of Directors of HP Enterprise Company, currently a wholly-owned subsidiary of Hewlett Packard Company, which will be an independent public company following its separation from Hewlett Packard Company in November 2015. He is also a director of NXT Capital, Inc., a private company. Mr. Brun was elected to the Board of Trustees of Widener University in 2014, and is a former trustee of Widener University, the University at Buffalo Foundation, Inc. and The Episcopal Academy in Merion, Pennsylvania.
Specific experience, qualifications, attributes or skills:
8 Broadridge 2017 Proxy Statement
Proposal 1 — Election of Directors
Pamela L. Carter
Age 68
 |
|
Ms. Carter is the retired President of Cummins Distribution Business, a division of Cummins Inc., a global manufacturer of diesel engines and related technologies. She assumed that role in 2008 and served in that position until she retired in April 2015. She previously served as President – Cummins Filtration, then as Vice President and General Manager of Europe, Middle East and Africa business and operations for Cummins Inc. since 1999. Ms. Carter served as Vice President and General Counsel of Cummins Inc. from 1997 to 1999. Prior to joining Cummins Inc., she served as the Attorney General for the State of Indiana from 1993 to 1997. In 2010, Ms. Carter was appointed to the Export-Import Bank of the United States’ (the “U.S.”) sub-Saharan Africa Advisory Council. Ms. Carter currently serves on the Board of Directors of Enbridge Inc. following the merger of Spectra Energy Corp. and Enbridge in February 2017. She has served on Spectra’s Board since 2007. In addition, to servingshe is also on the Board of Directors of CSX Corp. where she has served since 2010, and she has been a member of the Board of Directors of Hewlett Packard Enterprise Company since 2015.
Specific experience, qualifications, attributes or skills:
Richard J. Daly
Age 64, is our Chief Executive Officer and has been a member of our Board of Directors since 2007.
Management
Mr. Daly has served as our Chief Executive Officer a role he has held since we became an independent company in 2007, Mr. Daly was appointed2007. He also served as President of Broadridge in 2014.from 2014 to 2017, when Timothy C. Gokey assumed the role. Prior to the 2007 spin-off of Broadridge from ADP, Mr. Daly served as Group President of the Brokerage Services Group of ADP, as a member of the Executive Committee and a Corporate Officer of ADP since June 1996. In his role as President, he shared the responsibility of running the Brokerage Services Group with John Hogan and was directly responsible for our Investor Communication Solutions business. Mr. Daly joined ADP in 1989, as Senior Vice President of the Brokerage Services Group, following the acquisition by ADP of the proxy services business he founded. Mr. Daly isserved as a member of the boardBoard of Directors of The ADT Corporation from January 2014 until May 2016, when it became a public company, andprivately-held company. He is a member of the Advisory Board of the National Association of Corporate Directors (the “NACD”).
Specific experience, qualifications, attributes or skills:
Broadridge 2017 Proxy Statement 9
Proposal 1 — Election of Directors
Robert N. Duelks
 |
Independent Director |
Mr. Duelks is a former executive of Accenture plc; having served for 27 years in various capacities at Accenture plc.until his retirement in 2006. Throughout his tenure at Accenture, Mr. Duelks held multiple roles and had responsibilities including and ranging from local client service, regional operations management to management of global offerings. While at Accenture, he served on multiple leadership committees including the Board of Partners, the Management Committee and the Executive and Operating Committee for the Global Financial Services Operating Group. Mr. Duelks serves as an advisor to the senior executives of Tree Zero, a manufacturer of 100% tree free paper products. He is the former Chairman and a current member of the Board of Trustees of Gettysburg College, and previously served as a member of the Advisory Board for the Business School at Rutgers University.
Specific experience, qualifications, attributes or skills:
Richard J. Haviland
 |
Independent Director |
Mr. Haviland served for 20 years in various executive and financial positions at ADP, most recently as its Chief Financial Officer and a member of its Executive Committee, retiring from ADP in 2001. His experience prior to ADP includes 11 years in the auditing and assurance practice of Touche Ross & Co., a predecessor firm of Deloitte & Touche LLP, a public accounting firm. Mr. Haviland is a former director of Bisys Group, Inc., a provider of outsourcing services to the financial services industry, where he served from 2004 until it was acquired in 2007.
Specific experience, qualifications, attributes or skills:
10 Broadridge 2017 Proxy Statement
Proposal 1 — Election of Directors
Brett A. Keller
 |
Independent Director |
Mr. Keller is the Chief MarketingExecutive Officer of Priceline.com, a global online travel services company, a positionwhere he has heldserved in various capacities since 2002.1999. Prior to his appointment as Chief Executive Officer in November 2016, he served as Interim Chief Executive Officer from June 2016. He previously served as Priceline.com’s Chief Operating Officer from January 1, 2016 to June 6, 2016, and as Chief Marketing Officer from January 2, 2002 to December 31, 2015. As Chief Operating Officer, he was responsible for all marketing, technology, and product development areas of the business. As Chief Marketing Officer, he overseesoversaw all global and strategic branding, marketing, distribution, product development and customer led data initiatives for the Company. Prior to joining Priceline.com, in 1999, Mr. Keller served as a director of online travel services for Cendant Corporation, a consumer services holding company. Mr. Keller sits on the National Advisory Council for the Marriott School of Management at Brigham Young University.
Specific experience, qualifications, attributes or skills:
Stuart R. Levine
 |
Independent Director |
Mr. Levine is the founder, and has served as the Chairman and Chief Executive Officer of Stuart Levine and Associates LLC, an international management consulting and leadership development company, since 1996. He is the founder, Chairman and Chief Executive Officer of EduLeader LLC, an interactive digital learning company. He previously served as the Lead Director of Gentiva Health Services, Inc., a provider of home healthcare services, where he served from 2000 to 2009, and as Lead Director of J. D’Addario & Company, Inc., a private manufacturer of musical instrument accessories, where he served from 2005 to 2016, and also serves onas Vice Chairman of the board of North Shore-Long Island JewishNorthwell Health System.from 1999 to 2002. In addition, Mr. Levine is the bestselling author of “The Leader in You” (Simon & Schuster 2004), “The Six Fundamentals of Success” (Doubleday 2004) and “Cut to the Chase” (Doubleday 2007). In 2011, Mr. Levine was recognized as one of the top 100 directors in the United States (“U.S.”) by the NACD and was designated as one of 17 Governance Fellows by the NACD as a Board Leadership Fellow. He is the former Lead Director of Gentiva Health Services, Inc., a provider of home healthcare services, where he served from 2000 to 2009. He also served as a director of European American Bank from 1995 to 2001 and The Olsten Corporation, a provider of staffing solutions, from 1994 to 2000. From 1992 to 1996, he was Chief Executive Officer of Dale Carnegie & Associates, Inc., a provider of leadership, communication and sales skills training. Mr. Levine is a former Chairman of Dowling College, as well as a former Member of the New York State Assembly.
Specific experience, qualifications, attributes or skills:
Broadridge 2017 Proxy Statement 11
Proposal 1 — Election of Directors
Maura A. Markus
 |
Independent Director |
Ms. Markus is the former President and Chief Operating Officer of Bank of the West, a role she held from 2010 through 2014. She is also a former member of the Board of Directors of Bank of the West and BancWest Corporation, and the Bank’s Executive Management Committee. Before joining Bank of the West, Ms. Markus was a 22-year veteran of Citigroup, having most recently served as Head of International Retail Banking in Citi’s Global Consumer Group. She held a number of additional domestic and international management positions including President, Citibank North America from 2000 to 2007. In this position, she also served as Chairman of Citibank West. Ms. Markus also served as Citi’s European Sales and Marketing Director in Brussels, Belgium, and as President of Citi’s consumer business in Greece. Ms. Markus was elected to the Board of Directors of Stifel Financial Corp., a public financial services company, in 2016. Ms. Markus is a former member of The Financial Services Roundtable. Among her numerous community interests, she is a board member of Catholic Charities CYO of San Francisco, and is a member of Year Up Bay Area’s Talent and Opportunity Board. In addition, Ms. Markus serves as a trustee for the College of Mount Saint Vincent in New York.
Specific experience, qualifications, attributes or skills:
Thomas J. Perna
 |
Independent Director |
Mr. Perna is the Chairman of the Board of Trustees of the Pioneer Mutual Fund Group. Prior to his appointment as Chairman, he served as a member of the Board of Trustees of the Pioneer Funds from 2006, overseeing approximately 57 open-end and closed-end investment companies in a mutual fund complex. He is the former Chairman and Chief Executive Officer of Quadriserv, Inc., a company that provides technology products for the securities lending industry. Mr. Perna served as Chief Executive Officer of Quadriserv, Inc. from 2008 to 2014. Prior to joining Quadriserv, Inc. in 2005, Mr. Perna served as Senior Executive Vice President of The Bank of New York, now known as The Bank of New York Mellon, in its Financial Institutions Banking, Asset Servicing and Broker Dealer Services sectors. In this role, he was responsible for over 6,000 employees globally. Mr. Perna joined The Bank of New York in 1986. Mr. PernaHe also servesserved as a Commissioner on the New Jersey Civil Service Commission a position he has held sincefrom March 2011 and is a member of a number of banking and securities industry associations.until December 2015. Mr. Perna previously served on the Board of Directors of the Depository Trust & Clearing Corporation (DTCC), Euroclear Bank S.A., Euroclear Clearance System PLC and Omgeo PLC. He is a member of a number of banking and securities industry associations.
Specific experience, qualifications, attributes or skills:
12 Broadridge 2017 Proxy Statement
Proposal 1 — Election of Directors
Alan J. Weber
 |
Independent Director |
Mr. Weber has served as the Chief Executive Officer of Weber Group LLC, a private investment firm, since 2008. Mr. Weber retired as Chairman and Chief Executive Officer of U.S. Trust Corporation and as a member of the executive committee of the Charles Schwab Corporation in 2005. Previously, he was the Vice Chairman and Chief Financial Officer of Aetna Inc., where he was responsible for corporate strategy, capital management, information technology, investor relations and financial operations. He also held a number of senior level positions at Citibank N.A., where he worked from 1971 to 1998, including as Chairman of Citibank International and Executive Vice President of Citibank. During his tenure at Citibank, Mr. Weber oversaw operations in approximately 30 countries, including assignments in Japan, Italy and Latin America. Mr. Weber has served as a director of Diebold Nixdorf Inc., a provider of self-service delivery and security systems and services, since 2005; and he has served as a director of SandRidge Energy, Inc., an energy exploration and production company, since 2013. He is also on the board of Street Diligence LLC, and is the Chairman of the Board of Managers of KGS-Alpha Capital Markets,KGS-Holdings, LP, both of which are private companies. Mr. Weber serves as a member of the board of DCTV, a New York based charitable organization.
Specific experience, qualifications, attributes or skills:
Required Vote
Each director nominee receiving a majority of the votes cast at the 20152017 Annual Meeting, in person or by proxy, and entitled to vote in the election of directors, will be elected;elected, provided that a quorum is present. Abstentions and broker non-votes will be included in determining whether there is a quorum. In determining whether such nominees have received the requisite number of affirmative votes, abstentions will have no effect on the outcome of the vote. Pursuant to NYSE regulations, brokers do not have discretionary voting power with respect to this proposal, and broker non-votes will have no effect on the outcome of the vote.
RECOMMENDATIONRecommendation of the Board of Directors
The Board of Directors Recommends that you Vote “FOR” the Election of All Nominees
Broadridge 2017 Proxy Statement 13
TABLE OF THE BOARD OF DIRECTORSCONTENTS
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OFDirector Compensation
ALL NOMINEES
The compensation of our non-management directors is determined by the Compensation Committee.Committee upon review of recommendations from the Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). 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, 2015.2017. All of our directors are non-management directors, other than Mr. Daly, who is our President and Chief Executive Officer. Mr. Daly’s compensation as President and Chief Executive Officer is reflected in the Summary Compensation Table on page 5654 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 page 15 on fiscal year 2017 non-management director compensation includes the following compensation elements:
Compensation Element | Director Compensation Program | |
Annual Cash Retainer | • | $75,000, which may be deferred at the director’s option |
Annual Equity Retainer | • | $135,000 target value split equally between stock options and DSUs that are fully vested upon grant |
Board and Committee Meeting Fees for all directors other than the Chairman | • | $1,500 for each Board meeting and Committee meeting attended in person |
• | $750 for telephonic meetings | |
Annual Committee Chair Cash Retainer | • | $15,000 |
Chairman Additional Annual Retainer | • | $57,500 in cash |
• | $57,500 equity award target value split equally between stock options and DSUs that are fully vested upon grant | |
Matching Gift Program | • | For each director, the Company matches charitable contributions up to $10,000 per calendar year |
Stock Ownership Guidelines and Holding Period Requirements | • | Ownership of common stock or DSUs with a value equivalent to five times the annual cash retainer |
• | Holding of 100% of shares received upon exercise of stock options, net of exercise price, tax liability, and transaction costs, until separation from service on the Board | |
Cash Compensation. In fiscal year 2015,2017, all non-management directors received an annual retainer of $70,000 and meeting fees of $1,500 for each Board meeting and $1,500 for each committee meeting attended as a committee member. The meeting fees are paid irrespective of whether meetings are held on the same date; and attendance at Board or committee meetings by telephone results in payment of one-halfhalf of the standard meeting fee. The Chairs of the Audit, Compensation, and Governance and Nominating Committees each received an additional annual retainer of $10,000 per year.retainer. Our independent Chairman, Mr. Brun, received an additional cash retainer, of $57,500, but doesis not entitled to receive meeting fees for participation in Board or committee meetings.
All retainers and meeting fees are paid in cash on a quarterly basis. Directors may elect to defer 100% of their retainers and meeting fees into a notional account in the form of phantom shares of Broadridge common stock. The number of phantom shares awarded is determined by dividing the quarterly cash payment by the closing price of Broadridge stock on the last day of the quarter. 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 change in Broadridge’s stock price and are also credited with dividend equivalents in the form of additional phantom shares 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 grantgrants of stock options and deferred stock units (“DSUs”) under the Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan (the “Omnibus Plan”) during fiscal year 2015.2017. Our non-management directors each received equity awards with a target value of $125,000 and our independent Chairman, Mr. Brun, received an additional equity award of $57,500.award. The equity target value is split equally between grants of stock options and DSUs. 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.
14 Broadridge 2017 Proxy Statement
Director Compensation
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 stock options granted to our non-management directors are fully vested upon grant, and have a term of 10 years. On November 13, 2014, our independent Chairman, Mr. Brun, was granted 9,445 options with an exercise price of $45.09 per share, and the other non-management directors were each granted 6,469 stock options with an exercise price of $45.09 per share. Following separation from service on the Board, stock options held by directors expire at the earlier of the expiration of the option term and three years.
All DSUs are granted at the same time as stock options, are fully vested upon grant, and will settle as shares of common stock upon the director’s separation from service on the Board. DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Broadridge Board. On November 13, 2014, our independent Chairman, Mr. Brun, was granted 2,193 DSUs, and the other non-management directors were each granted 1,502 DSUs.
It is the Compensation Committee’s policy that directors appointed between annual meetings of stockholders will be granted pro-rated equity awards. Brett A. Keller joined the Broadridge Board in May 2015, and was granted pro-rated awards of 3,087 stock options with an exercise price of $51.43 per share, and 603 DSUs on May 12, 2015.
The stock ownership requirementsguidelines 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 equal in value to at least five times their annual cash retainer. Stock option awards granted to the directors are not counted as shares of common stock for purposes of this calculation. All of our non-management directors have met the stock ownership multiple, other than Mr. Keller who joined the Board in 2015 and is making progress toward meeting the multiple.
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. Seven of our nine directors have met the stock ownership multiple and the others are making progress toward meeting the multiple.
Other. Non-management directors may participate in the Broadridge Director & Officer Matching Gift Program on the same terms as the Company’s executive officers.Program. 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 $10,000 per calendar year.
The non-management directors are also reimbursed for their reasonable expenses in connection with attending Board and committee meetings and other Company events.
Fiscal Year 20152017 Non-Management Director Compensation
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | All Other Compensation ($) (4) | Total ($) | |||||||||||||||
Leslie A. Brun | $ | 126,875 | $ | 113,313 | $ | 94,356 | $ | 10,000 | $ | 344,544 | ||||||||||
Robert N. Duelks | $ | 91,000 | $ | 77,671 | $ | 64,625 | $ | 10,000 | $ | 243,296 | ||||||||||
Richard J. Haviland | $ | 100,250 | $ | 77,671 | $ | 64,625 | $ | 10,000 | $ | 252,546 | ||||||||||
Sandra S. Jaffee (5) | $ | 35,000 | $ | — | $ | — | $ | 10,000 | $ | 45,000 | ||||||||||
Brett A. Keller (6) | $ | 19,000 | $ | 31,012 | $ | 31,703 | $ | — | $ | 81,715 | ||||||||||
Stuart R. Levine | $ | 100,250 | $ | 77,671 | $ | 64,625 | $ | 10,500 | $ | 253,046 | ||||||||||
Maura A. Markus | $ | 91,000 | $ | 72,121 | $ | 64,625 | $ | 10,000 | $ | 237,746 | ||||||||||
Thomas J. Perna | $ | 90,250 | $ | 77,671 | $ | 64,625 | $ | — | $ | 232,546 | ||||||||||
Alan J. Weber | $ | 101,000 | $ | 77,671 | $ | 64,625 | $ | 10,000 | $ | 253,296 | ||||||||||
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | ||||||||||
Leslie A. Brun | $ | 132,500 | $ | 118,981 | $ | 91,557 | $ | 10,000 | $ | 353,038 | |||||
Robert N. Duelks | $ | 96,750 | $ | 83,096 | $ | 64,213 | $ | 10,000 | $ | 254,059 | |||||
Richard J. Haviland | $ | 109,500 | $ | 83,096 | $ | 64,213 | $ | 10,000 | $ | 266,809 | |||||
Brett A. Keller | $ | 88,500 | $ | 69,832 | $ | 64,213 | — | $ | 222,545 | ||||||
Stuart R. Levine | $ | 109,500 | $ | 83,096 | $ | 64,213 | $ | 10,000 | $ | 266,809 | |||||
Maura A. Markus | $ | 96,750 | $ | 75,832 | $ | 64,213 | $ | 10,000 | $ | 246,795 | |||||
Thomas J. Perna | $ | 94,500 | $ | 83,096 | $ | 64,213 | — | $ | 241,809 | ||||||
Alan J. Weber | $ | 111,750 | $ | 83,096 | $ | 64,213 | $ | 10,000 | $ | 269,059 | |||||
| (1) |
| Name | Fees Earned in Cash ($) | Fees Paid in Cash ($) | Fees Deferred ($) | Number of Shares of Phantom Stock Credited to Notional Account (#) | ||||||||||||
Stuart R. Levine | $ | 100,250 | $ | 52,000 | $ | 48,250 | 1,102.8 | |||||||||
Maura A. Markus | $ | 91,000 | $ | 44,000 | $ | 47,000 | 899.8 | |||||||||
| (2) |
| (3) |
| (4) |
Broadridge 2017 Proxy Statement 15
Corporate Governance
Our Corporate Governance Principles provide that directors are expected to attend regular Board meetings in person and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Each of our incumbent directors attended 100% of the meetings of the Board of Directors and of the committees on which they served during fiscal year 2015.2017.
The Board of Directors has three standing committees, each of which is comprised solely of independent directors and is led by an independent Chair: Audit Committee, Compensation Committee, and Governance and Nominating Committee. The independent directors meet in executive sessions during each regular Board meeting and committee meeting. In addition, at least once a year, our independent directors meet to review the Compensation Committee’s annual review of the Chief Executive Officer.
Committee | ||||||||||||||||||
| Name | Age | Occupation | Independent | Full Board | Audit | Compensation | Gov & Nom | Director Since | ||||||||||
Leslie A. Brun | 63 | Chairman and CEO, SARR Group, LLC | Yes (1) | 2007 | ||||||||||||||
Richard J. Daly | 62 | President and CEO, Broadridge | No (2) | 2007 | ||||||||||||||
Robert N. Duelks | 60 | Retired, Accenture plc | Yes | þ | þ | 2009 | ||||||||||||
Richard J. Haviland | 69 | Retired CFO, ADP | Yes | C,F | þ | 2007 | ||||||||||||
Brett A. Keller | 47 | Chief Marketing Officer, Priceline.com | Yes | þ | 2015 | |||||||||||||
Stuart R. Levine | 68 | Chairman and CEO, Stuart Levine and Associates LLC | Yes | þ | C | 2007 | ||||||||||||
Maura A. Markus | 57 | Former President and COO, Bank of the West | Yes | þ | þ | 2013 | ||||||||||||
Thomas J. Perna | 64 | Chairman, Board of Trustees, Pioneer Mutual Fund Group | Yes | þ | þ | 2009 | ||||||||||||
Alan J. Weber | 66 | CEO, Weber Group LLC | Yes | þ,F | C | 2007 | ||||||||||||
Number of Meetings in Fiscal Year 2015 | 5 | 5 | 5 | 4 | ||||||||||||||
Leslie A. Brun | Richard J. Daly | Robert N. Duelks | Richard J. Haviland | Brett A. Keller | Stuart R. Levine | Maura A. Markus | Thomas J. Perna | Alan J. Weber | 2017 Meetings Held | |
Board | C | • | • | • | • | • | • | • | • | 5 |
Audit | • | C,F | • | • | • | • | F | 6 | ||
Compensation | • | • | C | 5 | ||||||
Governance and Nominating | • | C | • | 3 |
| C |
| F |
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 the 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 director nominees, other than Mr. Daly, are independent.
The Board is currently led by our independent Chairman, Mr. Brun. Therefore, the Board does not believe that the appointment of a designated lead independent director is necessary and the Board currently has not appointed a lead independent director. The Board believes that having an independent Chairman 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 Company’s management team. The independent Chairman has the following duties and responsibilities:
16 Broadridge 2017 Proxy Statement
Corporate Governance
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 Securities and Exchange Committee (the “SEC”) applicable to audit committee members, andmembers. The Board of Directors has determined that Mr. Haviland and Mr. Weber qualify as audit committee financial experts as defined in the applicable SEC rules.rules, and that all Audit Committee members are financially literate.
The Audit Committee has a charter under which its responsibilities and authorities include assisting the Board in overseeing the:
In addition, in the performance of its oversight duties and responsibilities, the Audit Committee also reviews and discusses with management the Company’s quarterly financial statements and earnings press releases as well as financial information and earnings guidance included therein; reviews periodic reports from management covering changes, if any, in accounting policies, procedures and disclosures, and management’s assessment of
the effectiveness of internal control over financial reporting to ensure compliance with Section 404 of the Sarbanes-Oxley Act of 2002; and reviews and discusses with the Company’s internal auditors and with its independent registered public accountants the overall scope and plans of their respective audits.
In connection with the Company’s risk oversight process, the Audit Committee reviews and discusses with management the Company’s major financial and certain compliance risk exposures and the steps management has taken to monitor and control such exposures (including management’s risk assessment and risk management policies).
The Report of the Audit Committee is included on page 7167 of this Proxy Statement. The Audit Committee’s charter is available on the Company’s Investor Relations website atwww.broadridge.comwww.broadridge-ir.com under the heading “Investor Relations—Corporate“Corporate Governance.”
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 include:
In addition, the Compensation Committee administers the 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 consults with Frederic W.FW Cook & Co. (“Cook & Co.”) as its independent compensation consultant to advise on matters related to our executive officers’ and directors’ compensation and general compensation programs. FW Cook & Co. assists the Compensation Committee by providing comparative market data on compensation practices and programs. FW Cook & Co. also provides guidance on industry best practices, the design of incentive plans and other indirect
Broadridge 2017 Proxy Statement 17
Corporate Governance
elements of our overall compensation program, the setting of performance goals, and the drafting of compensation-relatedcompensation- related disclosures. For further discussion of the roles of the Compensation Committee and FW Cook, & Co., please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis” beginning on page 36.32.
The Compensation Committee Report is included on page 5553 of this Proxy Statement. The Compensation Committee’s charter is available on the Company’s Investor Relations website atwww.broadridge.comwww.broadridge-ir.com under the heading “Investor Relations—Corporate“Corporate Governance.”
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 include:
The Corporate Governance Principles and the Governance and Nominating Committee’s charter is available on the Company’s Investor Relations website atwww.broadridge.comwww.broadridge-ir.com under the heading “Investor Relations—Corporate“Corporate Governance.”
When seeking candidates for director, the Governance and Nominating Committee may solicit suggestions from incumbent directors, management or stockholders. The Committee will consider director candidates proposed by stockholders, provided that the stockholder recommendation complies with the Company’s By-law provisions requiring that stockholder submissions be submitted to the Company’s Secretary at 5 Dakota Drive, Lake Success, New York 11042 in a timely manner and include the information called for in the Company’s By-laws concerning (a) the potential nominee and (b) the person proposing the nomination. The Committee will apply the same standards in considering candidates submitted by stockholders as it uses for any other potential nominee. In addition, the Governance and Nominating Committee has authority under its charter to retain a search firm to assist the Company with identifying and evaluating Board candidates who have the backgrounds, skills and experience that the Committee has identified as desired in director candidates.
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 other members of the Board. 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 that candidate’s election to the full Board.
This year, the Board of Directors nominated Pamela L. Carter to stand for election to the Board. Ms. Carter was identified as a potential Board member by our independent Chairman, Mr. Brun. Ms. Carter was interviewed and evaluated by members of the Governance and Nominating Committee and other Board members, who determined that she met the qualifications for Board service. Her nomination was recommended by the Committee to the full Board for its review and approval.
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 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.
18 Broadridge 2017 Proxy Statement
Corporate Governance
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. 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 of Directors appointed Brett A. Keller to fill the Board seat left vacant when Sandra S. Jaffee did not stand for re-election to the Board due to an age limitation in our Corporate Governance Principles. Mr. Keller was identified as a potential Board member by a third-party search firm. The search firm presented the most qualified candidates to the Chair of the Committee, Mr. Levine. Mr. Keller was interviewed and evaluated by members of the Governance and Nominating Committee and other Board members, who determined that he met the qualifications for Board service. His appointment was recommended by the Committee to the full Board for its review and approval.
Adoption of a Proxy Access By-law
The Company amended itsCompany’s By-laws effective July 2, 2015, to provide that under certain circumstances, a stockholder, or group of up to 2050 stockholders, who have maintained continuous ownership of at least 3%three percent (3%) of our common stock for at least three years may nominate and include a specified number of director nominees in our annual meeting proxy statement. The number of stockholder-nominated candidates appearing in our annual meeting proxy statement cannot exceed 25% of the number of directors then serving on the Board of Directors.
For a description of the process for nominating directors, see page 7470 of this Proxy Statement.
Annual Board and Committee Evaluation Process
The Board conducts an evaluation of its performance and effectiveness as well as that of the three committees on an annual basis. The purpose of the evaluation is to track progress in certain areas targeted for improvement from year to year and to identify ways to enhance the Board’s and committees’ effectiveness. As part of the evaluation, each director completes a written questionnaire developed by the Governance and Nominating Committee to provide feedback on the effectiveness of the Board, the committees on which they serve, as well as each individual director’s own contributions. The collective ratings and comments of the directors are compiled and then presented to the Governance and Nominating Committee by its Chair, and to the full Board for discussion and action.
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-wide approach to risk over five distinct but overlapping core areas:
The goal of the ERM process is to provide an ongoing procedure;procedure, 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 and senior executives of the Company including the Chief Operating Officer, Chief Financial Officer, General Counsel, Senior Managing Director of Global Technology, Chief Information Officer, and Chief Human Resources Officer. The risk committee communicates the results of its work directly to the Chief Executive Officer and the Board. The Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and General Counsel meet regularly to discuss specific risks and the Company’s risk management processes.
Broadridge 2017 Proxy Statement 19
Corporate Governance
In addition, the Board and the Audit and Compensation Committees of the Board oversee specific areas of risk as follows:
In addition, during this past fiscal year, a subcommittee of the risk committee was formed to provideprovides additional oversight of Broadridge’s cybersecurity risks and solutions.risks. This Cybersecurity Council is comprised of senior executives representing a number of disciplines within the Company including the Chief Financial Officer. The Cybersecurity Council meets regularly, and reports on its activities and the progress of its cybersecurity and information security initiatives are provided regularly to the Audit Committee. In addition, the Cybersecurity Council provides a summary of its activities to the full Board.
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.
Risk Assessment of Compensation Programs
WithManagement, with the assistance of FW Cook, & Co., the Compensation Committee reviewsperformed an annual assessment of our compensation programsobjectives, philosophy, and forms of compensation and benefits for all Broadridge employees, including the executives, to determine whether the risks arising from such policies or practices are reasonably likely to have a material adverse effect on an annual basis. Thethe Company. A report summarizing the results of this assessment was reviewed and discussed with the Compensation Committee. After this review and in consultation with FW Cook, the Compensation Committee concluded that ourBroadridge’s compensation programs doprogram does not create risks that are reasonably likely to have a material adverse effect on the Company.
The key design features in our compensation programs that support this conclusion are:
Stock options and performance-based RSUs provide for significant long-term wealth creation for executive officers when we provide meaningful total shareholder return |
20 Broadridge 2017 Proxy Statement
Corporate Governance
The Board is actively engaged and involved in executive officer talent management. The Board reviews the Company’s executive talent management strategy which includes a discussion of the Company’s leadership bench and succession plans with a focus on key positions at the senior officer level.
In addition, the Committees of the Board regularly discuss the talent pipeline for specific critical roles. High potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, the Board is regularly updated on key talent indicators for the overall workforce, including diversity, recruiting and development programs.
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 Secretary, Broadridge Financial Solutions, Inc., 5 Dakota Drive, 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.
Code of Business Conduct and Code of Ethics
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. The Company will post on its website any amendment to the Code of Business Conduct or 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.
Broadridge 2017 Proxy Statement 21
Corporate Governance
Website Access to Corporate Governance Documents
Copies of the Corporate Governance Principles, Code of Business Conduct, Code of Ethics and the Charters of the Committees of the Board of Directors are available on our corporateInvestor Relations website atwww.broadridge.comwww.broadridge-ir.com under the heading “Investor Relations—Corporate“Corporate Governance” or by writing to the Secretary, Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042.
Certain Relationships and Related Transactions
The Company maintains a written Related Party Transactions Policy. Under this policy any transaction between the Company and a “related person” in which such related person has a direct or indirect material interest must be submitted to our Audit Committee of the Board of Directors is responsible for reviewing and evaluating the Company’s transactions with persons who are related to the Company such asreview, approval, or ratification.
A “related person” means a director, executive officer or beneficial holder of more than five percent (5%) of the Company,Company’s outstanding common stock, or anany immediate family member of the foregoing, as well as any entity at which any such person is employed, is a partner or principal (or holds a similar position), or is a beneficial owner of a ten percent (10%) or greater direct or indirect equity interest. Our directors and executive officers must promptly inform our General Counsel of any plan to engage in a potential related party transaction.
This policy requires our Audit Committee to be provided with full information concerning the proposed transaction, including the risks and benefits to the Company and the related person, any alternative means by which to obtain like products or services, and the terms of a similar transaction with an unaffiliated third party. In considering whether to approve any such transaction, the Audit Committee will consider all relevant facts and circumstances, including the nature of the interest of the related person in the transaction and the terms of the transaction.
Specific types of transactions are excluded from review under the policy, such as, for example, transactions in which the related person’s interest derives solely from his or her service as a director or executive officer of another entity that is a party to the Company. transaction.
In fiscal year 2017, the Company did not engage in any transaction with a related person in which the amount involved exceeded $120,000.
In addition, the Code of Business Conduct 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 provides 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, 2015, 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 our incumbent directors who were members of our Board at the time attended the Company’s 20142016 annual meeting of stockholders.
ShareholderStockholder Engagement
We believe that regular, transparent communication with our stockholders is essential to our long-term success. Throughout the year, members of our management team regularly engage with our stockholders to ensure that we are addressing their questions or concerns. We do this through the participation of our CEO and CFO at industry and investment community conferences, investor road shows, and analyst meetings.meetings both in our offices and in the offices of current and potential institutional investors. We provide several ways for our stockholders to communicate with us, including by email and telephone. In addition, we held our second Investor Day in December 2014 during which senior executives and subject matter experts from the Company met with many of our institutional investors. During fiscal year 2015,2017, members of our management team met with representatives atof many of our top institutional shareholders representing an aggregate of approximately 50% of our outstanding sharesstockholders to discuss our business strategy, financial performance, capital stewardship program, governance practices, executive compensation, and various other matters. Management shares with the Board any concerns raised by our stockholders.stockholders. We have had success engaging with our stockholders to understand their questions or concerns, and we remain committed to these efforts on an ongoing basis.
We welcome feedback from all stockholders, who can contact our Investor Relations team by calling 516-472-5400 or by emailingbroadridgeir@broadridge.com.
22 Broadridge 2017 Proxy Statement
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 “Proposal 1—Election of Directors—Information About the Nominees” section of this Proxy Statement.
Name | Age | Position(s) | ||||
Richard J. Daly | 64 | Chief Executive Officer, Director | ||||
Timothy C. Gokey | 56 | President and Chief Operating Officer | ||||
Christopher J. Perry | 55 | Corporate Senior Vice President, Global Sales, Marketing and Client Solutions | ||||
Robert Schifellite | 59 | Corporate Senior Vice President, Investor Communication Solutions | ||||
Adam D. Amsterdam | 56 | Corporate Vice President and General Counsel | ||||
Lyell Dampeer | 66 | Corporate Vice President, U.S. Investor Communication Solutions | ||||
Douglas R. DeSchutter | 47 | Corporate Vice President, | ||||
Robert F. Kalenka | 54 | Corporate Vice President, Investor Communication | ||||
Michael Liberatore | 51 | Corporate Vice President, Investor Communication Solutions-Mutual Funds | ||||
Charles J. Marchesani | 57 | Corporate Vice President, Global Technology and Operations | ||||
Laura Matlin | 58 | Corporate Vice President, | ||||
Vijay Mayadas | 45 | Corporate Vice President, Global Fixed Income and Analytics | ||||
Julie R. Taylor | 49 | Corporate Vice President, Chief Human Resources Officer | ||||
James M. Young | 46 | Corporate Vice President and Chief Financial Officer | ||||
Richard J. Daly. Mr. Daly is our President and Chief Executive Officer and a member of our Board of Directors. Mr. Daly’s biographical information is set forth in the “Proposal 1—Election of Directors—Information About the Nominees” section of this Proxy Statement.
Timothy C. Gokey. Mr. Gokey is our President and Chief Operating Officer. He is responsible for the operation of all Broadridge’s business units, technology operations and operations in India. Mr. Gokey was appointed Broadridge’s President in September 2017. Previously, he served as our Corporate Senior Vice President and Chief Operating Officer, with responsibility for all Broadridge’s business units. Previously,a position he servedheld since 2012. Mr. Gokey joined Broadridge in 2010 as Broadridge’s Chief Corporate Development Officer and was responsible for the Company’s growth initiatives, including sales and marketing, strategy, mergers and acquisitions, partnerships, and other growth-related activities. Prior to joining Broadridge, in 2010, Mr. Gokey was President of the Retail Tax business at H&R Block from 2004. Prior to joining H&R Block, 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.
Christopher J. Perry. Mr. Perry is our Corporate Senior Vice President, Global Sales, Marketing and Client Solutions. He joined Broadridge in September 2014 after more than 25 years of experience in banking, brokerage and financial information services. Most recently, he was Global Managing Director of Risk for the Financial & Risk division of Thomson Reuters. In this role, he was the general manager of a global segment which includes Governance, Risk, Compliance, Pricing, Valuation and Reference Services. Over the previous 14 years, Mr. Perry held numerous roles at Thomson Reuters and its predecessor, Thomson Financial. From 2011 to 2013, he was President, Global Sales & Account Management at the Financial & Risk division of Thomson Reuters. From 2006 to 2010, he served as President, Americas for Thomson Reuters and its predecessor, Thomson Financial. Earlier in his career, Mr. Perry worked for A-T Financial and PC Quote, after spending many years in institutional trading and retail brokerage with Kemper Financial’s Blunt Ellis & Loewi unit.
Broadridge 2017 Proxy Statement 23
Management
Robert Schifellite. Mr. Schifellite is our Corporate Senior Vice President, Investor Communication Solutions. He is responsible forthe President of the bank, broker-dealer and corporate issuer solutions businesses of our Investor Communications segment.Communication Solutions segment and is responsible for all aspects of those businesses. Mr. Schifellite joined ADP’s Brokerage Services Group 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. Mr. Amsterdam is our Corporate Vice President and General Counsel and Secretary.Counsel. 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 Group. 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.
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 our issuer and transfer agency 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. Mr. DeSchutter is our Corporate Vice President, U.S. Regulatory and DigitalCustomer Communications. Mr. DeSchutter is responsible for the creationour customer communications business comprising both transactional print and execution ofdigital solutions, as well as our overall digital strategy. He has also served on the board of directors of Inlet, LLC, a joint venture between Broadridge and Pitney Bowes, since it was established in 2014. Prior to thehis appointment to his current role in 2014,2017, Mr. DeSchutter was responsible for our digital solutions business from 2015 to 2016, our U.S. regulatory communication services (proxy and prospectus). From from 2012 to 2015, and our transactional reporting services business from 2009 to 2012, Mr. DeSchutter was responsible for our customer communication services, including print and electronic transaction reporting electronic communications, document management, and new account processing solutions. Mr. DeSchutter was the Chief Strategy and Business Development Officer for Broadridge, responsible for mergers and acquisitions and strategy, from 2007 to 2009. Prior to the spin-off of Broadridge from ADP in 2007, Mr. DeSchutter served in various capacities at ADP in corporate development and strategy. Prior to joining ADP in 2002, he was Vice President of Mergers & Acquisitions at Lehman Brothers focusing on the technology sector. Mr. DeSchutter also serves as the Company’s representative on the board of Inlet, LLC, a joint venture between Broadridge and Pitney Bowes.
Robert F. Kalenka. Mr. Kalenka is our Corporate Vice President, Investor Communication Solutions-Transaction Reporting. In addition to beingSolutions Operations. He is responsible for global procurement, and facilities, he is responsible forand the operations of our Investor Communication Solutions business. In 2014,July 2016, Mr. Kalenka’s responsibilities were expanded to include responsibility for our transaction reporting, PostEdge,the role of Chief Operations Officer of the Broadridge Customer Communications business within the Investor Communication Solutions segment, where he will lead the Operations and Imaging and Workflow Solutions businesses.Client Relations teams. Mr. Kalenka joined ADP’s Brokerage Services Group 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.
Michael Liberatore. Mr. Liberatore is our Corporate Vice President, Investor Communication Solutions-Mutual Funds. He is the President of the Mutual Fund and Retirement Solutions business within our Investor Communication Solutions segment and is responsible for all aspects of that business. Prior to assuming this role in August 2015, Mr. Liberatore was responsible for the finance functions of the Company’s two business segments, as well as its corporate financial planning and analysis function, and treasury operations. In 2014, Mr. Liberatore served as Broadridge’s Acting Principal Financial Officer during a six month period prior to Mr. Young joining the Company. Previously, he served as the Chief Operating Officer of the Mutual Fund and Retirement Solutions business from 2011 to 2013, and was responsible for all operations of the business, including technology and financial results. Mr. Liberatore joined ADP’s Brokerage Services Group in 2004, as Assistant Controller of the Investor Communication Solutions business, and held several finance roles with increasing responsibility, including Chief Financial Officer of the Investor Communication Solutions business from 2008 to 2011.
24 Broadridge 2017 Proxy Statement
Management
Charles J. Marchesani. Mr. Marchesani is our Corporate Vice President, Global Technology and Operations. He is the President of the Global Technology and Operations business and is responsible for our global technology and operationsall aspects of that business. In 2013, his role was expanded to include responsibility for our international securities processing solutions and business process outsourcing solutions businesses. Prior to his current role, Mr. Marchesani was responsible for the U.S. securities processing solutions business. Mr. Marchesani joined ADP’s Brokerage Services Group in 1992 in the Market Data Services Divisiondivision 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.
Gerard F. ScavelliLaura Matlin. Mr. ScavelliMs. Matlin is our Corporate Vice President, Investor Communication Solutions-Mutual Funds. HeDeputy General Counsel, Chief Governance Officer and Chief Compliance Officer. As Deputy General Counsel, she is responsible for the mutual fund solutions businesseslegal department’s operations and helps set the department’s strategy. In her role as Chief Governance Officer, Ms. Matlin works closely with Broadridge’s Board of our Investor Communication Solutions segment. Mr. Scavelli will transitionDirectors and represents the Company’s leadership on corporate governance issues. In March 2017, the role of Chief Compliance Officer was added to a new role withinher responsibilities. Prior to 2015, she served as the Company atCompany’s Associate General Counsel, Chief Privacy Officer and Assistant Corporate Secretary since the endspin-off of Broadridge in 2007. In addition, Ms. Matlin served as the calendar year. Heacting Chief Human Resources Officer from November 2014 to November 2015. Prior to the spin-off, she served as Assistant General Counsel of ADP. Ms. Matlin joined ADP in 1997 as Corporate Counsel in ADP’s Brokerage Services Group.
Vijay Mayadas. Mr. Mayadas is our Corporate Vice President, Global Fixed Income and Analytics. He is the President of the Global Fixed Income division within our Global Technology and Operations business and is responsible for our pre-trade, post-trade and data and analytics initiatives. In addition, Mr. Mayadas leads our blockchain initiatives. From 2013 when he joined Broadridge, to 2016, Mr. Mayadas was the Senior Vice President, Corporate Strategy and M&A and was responsible for our strategy, acquisitions, partnerships and other growth-related activities within the organization. Prior to joining Broadridge, Mr. Mayadas held a variety of roles in private equity, strategy consulting, and technology. He worked at IFA, a private equity firm, from 2011 to 2013, and at the Boston Consulting Group, a global consulting firm, from 2005 to 2011. Earlier in 1997his career he co-founded and sold a software company, and worked as a software engineer on fixed income trading platforms.
Julie R. Taylor. Ms. Taylor is our Corporate Vice President, Chief Human Resources Officer. She joined Broadridge in November 2015, and leads all aspects of human resources globally, including talent acquisition, organizational development, training, compensation and benefits. Ms. Taylor has over 20 years of human resources experience, most recently as Chief Human Resources Officer at Pall Corporation, a global supplier of filtration, separations and purification products with more than 10,000 employees. She previously served as Vice President of Business Development. In 1999, he was promoted to Senior Vice PresidentHuman Resources for U.S. Pharmaceuticals at Bristol-Myers Squibb, and in various human resources roles at General Manager of Information Distribution Services,Electric Company, where she had a 13-year tenure, and again in 2008 as Senior Vice President and General Manager of mutual fund services. In 2009, Mr. Scavelli was promoted to his current role.at Merck & Co., Inc., where she began her career.
James M. Young. Mr. Young is our Corporate Vice President and Chief Financial Officer. He joined Broadridge in June 2014 after serving in senior finance roles at Visa Inc., a global payments technology company, where he worked from 2006 until 2014. Most recently, Mr. Young served as Senior Vice President, Finance and was responsible for global financial planning and analysis for Visa’s businesses in North America, Latin America, Asia Pacific, Central Europe, the Middle East and Africa since July 2013. Previously, he served as the Head of Corporate Finance, where he was responsible for Visa’s global controllership, tax and financial planning and analysis functions. Earlier, he held several finance roles with increasing responsibility including leading finance for Visa’s North America division from 2008 to 2010 and playing a lead role in Visa’s $19 billion IPO in 2008. Prior to joining Visa, Mr. Young was a finance executive at early stage technology companies Arena Solutions and Grand Central Communications.
Broadridge 2017 Proxy Statement 25
Ownership of Common Stock by Management and Certain Beneficial Owners
MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table shows the number of shares of common stock beneficially owned by (a) each of our directors, (b) each of our director nominees, (c) each executive officer named in the Summary Compensation Table, and (d) by all directors, director nominees, and executive officers as of July 31, 2017, as a group.
The information set forth below is as of July 31, 2015,2017, and is based upon information supplied or confirmed by the named individuals. Unless otherwise noted, the beneficial owners exercise sole voting and/or investment power over their shares. The address of each person named in the table below is c/o Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042.
| Beneficial Owner | Common Shares (1) (2) (3) | Percentage of Common Shares Beneficially Owned | ||||||
Leslie A. Brun | 137,057 | * | ||||||
Richard J. Daly (4) | 1,270,305 | 1.1 | % | |||||
Robert N. Duelks | 75,050 | * | ||||||
Timothy C. Gokey | 509,346 | * | ||||||
Richard J. Haviland (5) | 122,635 | * | ||||||
Brett A. Keller | 3,693 | * | ||||||
Stuart R. Levine | 118,812 | * | ||||||
Maura A. Markus | 32,608 | * | ||||||
Thomas J. Perna | 78,050 | * | ||||||
Christopher J. Perry | 67,111 | * | ||||||
Robert Schifellite | 455,203 | * | ||||||
Alan J. Weber | 116,350 | * | ||||||
James M. Young | 33,724 | * | ||||||
All directors, director nominees, and executive officers as a group (19) | 4,150,399 | 3.5 | % | |||||
Beneficial Owner | Common Shares(1)(2)(3) | Percentage of Common Shares Beneficially Owned | ||||
Leslie A. Brun | 147,460 | * | ||||
Pamela L. Carter | 0 | * | ||||
Richard J. Daly(4) | 705,199 | * | ||||
Robert N. Duelks | 88,214 | * | ||||
Timothy C. Gokey | 498,932 | * | ||||
Richard J. Haviland(5) | 127,619 | * | ||||
Brett A. Keller | 16,451 | * | ||||
Stuart R. Levine(6) | 123,806 | * | ||||
Maura A. Markus | 45,551 | * | ||||
Thomas J. Perna | 91,214 | * | ||||
Christopher J. Perry | 26,717 | * | ||||
Robert Schifellite | 290,028 | * | ||||
Alan J. Weber | 125,744 | * | ||||
James M. Young | 88,678 | * | ||||
All directors, director nominees, and executive officers as a group (23) | 3,125,785 | 2.6 | % | |||
| * | Represents beneficial ownership of less than 1% of the issued and outstanding shares of our common stock. |
| (1) | Includes unrestricted shares of common stock over which each director or executive officer has sole voting and investment power. |
| (2) | Amounts reflect vested stock options and stock options that will vest within 60 days of July 31, |
| (3) | Amounts provided for each director, other than Mr. Daly, include DSU awards which are fully vested upon grant, and will settle as shares of common stock upon the director’s separation from service on the Board. The DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Broadridge Board. |
| (4) | Includes 20,000 shares of common stock held by |
| (5) | Includes 13,285 shares of common stock held in two trusts in which Mr. Haviland and his wife are co-trustees. |
| (6) | Includes 8,304 shares of common stock held in the Stuart R. Levine, IRA and 1,158 shares of common stock held in the Stuart R. Levine Revocable Trust, a trust in which Mr. Levine is the trustee. |
26 Broadridge 2017 Proxy Statement
Ownership of Common Stock by Management and Certain Beneficial Owners
The following table sets forth as of December 31, 2014, the amount of beneficial ownership of each beneficial owner of more than five percent (5%) of our common stock:
| Beneficial Owner | Common Shares | Percentage of Common Shares Beneficially Owned | ||||||
The Vanguard Group, Inc. (1) | 9,034,302 | 7.52 | % | |||||
BlackRock, Inc. (2) | 8,343,804 | 7.0 | % | |||||
Beneficial Owner | Common Shares | Percentage of Common Shares Beneficially Owned | ||||
BlackRock, Inc.(1) | 12,054,537 | 10.2 | % | |||
The Vanguard Group, Inc.(2) | 9,731,968 | 8.17 | % | |||
Janus Capital Management LLC(3) | 7,695,536 | 6.5 | % | |||
| (1) | Based on information as of March 31, 2017 contained in a Schedule 13G/A filed on April 10, 2017 by BlackRock, Inc. (“BlackRock”), BlackRock reported sole voting power with respect to 11,138,194 shares of the Company’s common stock and sole dispositive power with respect to 12,054,537 shares of the Company’s common stock. The address of BlackRock is 55 East 52nd Street, New York, NY 10055. |
| (2) | Based on information as of December 31, 2016 contained in a Schedule 13G/A filed on February |
| (3) | Based on |
SECTIONSection 16(a) BENEFICIAL OWNERSHIP COMPLIANCEBeneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s executive officers, directors and persons who own more than 10 percent (10%) of our common stock to file initial reports of ownership and changes in ownership with the SEC. To the Company’s knowledge, with respect to the fiscal year ended June 30, 2015,2017, all applicable filings were timely made, except that each of the following directorsLyell Dampeer inadvertently failed to timely file one Form 4 reportingreport the award on April 1, 2015exercise of DSUs in connection withstock options and the payment of Broadridge’s quarterly dividend on the common stock underlying DSUs previously issued: Leslie A. Brun, Robert N. Duelks, Richard J. Haviland, Stuart R. Levine, Maura A. Markus, Thomas J. Perna, and Alan J. Weber. Eachsale of the directors reported this transactionshares received upon exercise by his financial advisor on Forms 4 filed with the SEC on April 6, 2015. In addition, Maura A. MarkusAugust 11, 2016, and Christopher J. Perry and Julie R. Taylor inadvertently failed to timely file a Form 4 reportingreport the acquisition of phantom shares of commonBroadridge stock acquired on March 31, 2015 upondividends. Mr. Dampeer reported the deferral of her cash compensation. This transaction was reportedtransactions on a Form 4 filed on April 14, 2015.August 31, 2016. The dividends acquired by Mr. Perry and Ms. Markus also inadvertently failed to timely file a Form 5 reporting the open market acquisition of 21 shares of common stock in October 2014. This transaction wasTaylor were reported on a FormForms 4 filed on September 2, 2015. Additionally, Robert Schifellite inadvertently failed to timely file a Form 4 reporting the exercise of stock options and sale of the underlying common stock on March 2, 2015. This transaction was reported on a Form 4 filed on September 3, 2015.June 28, 2017.
Broadridge 2017 Proxy Statement 27
Equity Compensation Plan Information
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth, as of June 30, 2015,2017, certain information related to the Company’s equity compensation plans.
| 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 (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c) | |||||||||
Equity compensation plans approved by security holders (1) | 7,673,947 | (2) | $ | 29.00 | 5,651,015 | (3) | ||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 7,673,947 | $ | 29.00 | 5,651,015 | ||||||||
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 (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c) | ||||||
Equity compensation plans approved by security holders(1) | 5,137,641 | (2) | $ | 39.63 | 3,945,570 | (3) | |||
Equity compensation plans not approved by security holders | — | — | — | ||||||
Total | 5,137,641 | $ | 39.63 | 3,945,570 | |||||
| (1) | The Omnibus Plan. |
| (2) | This amount consists of stock options which have an average remaining term |
| (3) | These shares can be issued as stock options, stock appreciation rights, restricted stock, RSUs, or stock bonus awards under the Omnibus Plan. |
28 Broadridge 2017 Proxy Statement
|
We recognizeProposal 2 — Advisory Vote to Approve the Compensation of our Named
Executive Officers (the Say on Pay Vote)
In recognition of the interest the Company’s stockholders have in the Company’s executive compensation policies and practices. In recognition of that interestpractices, and in accordance with the requirements of Section 14A of the SEC rules and the Dodd-Frank Wall Street Reform and Consumer ProtectionExchange Act, of 2010 (the “Dodd-Frank Act”), this proposal (the “Say on Pay Proposal”) provides the Company’s stockholders with an opportunity to cast an annual advisory vote on the compensation of the executive officers listed on the Summary Compensation Table on page 56 (the “Named Executive Officers,”), as disclosed pursuant to the SEC’s compensation disclosure rules including the discussion of the Company’s compensation program and philosophy and the compensation tables ofin this Proxy Statement.
At the 20142016 annual meeting of stockholders, over 98%95% of the votes cast on the Say on Pay Proposalproposal were voted in favor of the proposal. The Compensation Committee discussed the results of this advisory vote in connection with its review of compensation decisions.
As described in more detail beginning on page 3632 of this Proxy Statement under the heading “Executive Compensation—Compensation Discussion and Analysis,” the Company has adopted an executive compensation program that reflects the Company’s philosophy that executive compensation should be structured to align each executive’s interests with the interests of our stockholders. Provided below are a few highlights of our performance and our executive compensation policies and practices in 2015.fiscal year 2017.
As discussed in more detail in the 20152017 Financial Performance Highlights section beginning on page 33 below, in fiscal year 2015,2017, we reported strong financial performance including record revenues, net earnings, diluted earnings per share (“EPS”) and closed sales results, highlighted by 6% growth in recurring fee revenues, a 9% increase in net earnings presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”), 9% growth in diluted EPS, and a 15% increase in our recurring revenue closed sales results.
In line with the Company’s strong overall financial performance in fiscal year 2015,2017, the total direct compensation of the Named Executive Officers increased, primarily due to an increase in their total direct compensation targets resulting from the Company’s strong performance in the prior fiscal year, as well as above target performance in this fiscal year. The annual cash incentive payments for the Named Executive Officers ranged from 117%119% to 125%139% of their targets. In addition, because of our strong EPS performance in fiscal year 2015,2017, performance-based RSU target awards that were earned based on average adjusted EPS performance over fiscal years 2014 and 2015 were earned at 140%120% of their target amounts atamounts.
The TDC of the end ofNamed Executive Officers increased in fiscal year 2015.2017 due to the Company’s above target performance in this fiscal year, as well as in some cases, an increase in TDC targets reflecting the Company’s strong performance in the prior fiscal year.
In summary, the Compensation Committee concluded that fiscal year 20152017 compensation was well aligned with our performance for the year and that the connection between pay and performance is strong.
|
|
In addition, the Company has the followingcertain governance and compensation policies and practices in place to ensure that we meet best practices in corporate governance:governance. Please see the “Compensation Governance Policies and Practices” and the “Corporate Governance Policies” sections on pages 38 and 50, respectively, of this Proxy Statement for descriptions of these policies and practices.
Broadridge 2017 Proxy Statement 29
Proposal 2 — Advisory Vote to Approve the Compensation of our Named
Executive Officers (the Say on Pay Vote)
The stockholder vote on this proposal is not intended to address any specific element of compensation, but rather the overall compensation of our Named Executive Officers. Pursuant to the Dodd-Frank Act, thisThis vote is
advisory and will not be binding on the Company. However, the Board of Directors and the Compensation Committee will review and consider the voting results when evaluating future compensation decisions relating to our Named Executive Officers.
We request that stockholders approve, on an advisory basis, the compensation of our Named Executive Officers, as disclosed in this Proxy Statement including the Compensation Discussion and Analysis, related compensation tables and disclosures, pursuant to the compensation disclosure requirements of the SEC.
Required Vote
The affirmative vote of a majority of votes cast at the 20152017 Annual Meeting, in person or by proxy, and entitled to be voted on this proposal at the Annual Meeting is required for advisory approval of the proposal;proposal, provided that a quorum is present. Abstentions and broker non-votes will be included in determining whether there is a quorum. 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 do not have discretionary voting power with respect to this proposal, and broker non-votes will have no effect on the outcome of the vote.
RECOMMENDATIONRecommendation of the Board of Directors
The Board of Directors Recommends a Vote “FOR” the Approval of the Compensation of our Named Executive Officers as Disclosed in this Proxy Statement
30 Broadridge 2017 Proxy Statement
Proposal 3 — Advisory Vote on the Frequency of Holding the Say on Pay Vote (the Frequency Vote)
In accordance with Section 14A of the Exchange Act, we are requesting your non-binding vote on whether an advisory vote to approve the compensation of our Named Executive Officers as disclosed in the Proxy Statement (the Say on Pay Vote) should take place every one year, two years, or three years.
Currently, a Say on Pay proposal is provided to stockholders to vote on every year. Recognizing stockholder expectations and market practice, the Board believes that holding a Say on Pay Vote every year is appropriate.
Required Vote
The frequency of future advisory votes to approve executive compensation receiving the greatest number of votes cast on the matter at the 2017 Annual Meeting (every one year, two years, or three years), in person or by proxy, and entitled to be voted on this proposal at the Annual Meeting will be considered the frequency recommended by stockholders, provided that a quorum is present. Abstentions and broker non-votes will be included in determining whether there is a quorum. 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 do not have discretionary voting power with respect to this proposal, and broker non-votes will have no effect on the outcome of the vote.
Recommendation of the Board of Directors
The Board of Directors Recommends a Vote for every “ONE YEAR” on this Proposal as Disclosed in this Proxy Statement
Broadridge 2017 Proxy Statement 31
Executive Compensation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THECompensation Discussion and Analysis
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT
This section of the Proxy Statement explains the design and operation of our executive compensation program with respect to the following Named Executive Officers listed on the Summary Compensation Table on page 56:
54:
Name | Title | |
Richard J. Daly | Chief Executive Officer (“CEO”) | |
James M. Young | Corporate Vice President and Chief Financial Officer (“CFO”) | |
Timothy C. Gokey | President and Chief Operating Officer (“COO”) | |
Christopher J. Perry | Corporate Senior Vice President, Global Sales, Marketing and Client Solutions | |
| ||
Robert Schifellite | Corporate Senior Vice President, Investor Communication Solutions |
EXECUTIVE SUMMARYExecutive Summary
Philosophy and Objectives of our Executive Compensation Program
Within this framework, we observe the following principles:
32 Broadridge 2017 Proxy Statement
Executive Compensation
The components of our executive compensation program are outlined below:
Base Salary Page 41 | Annual Cash Incentive Page 42 | Performance-Based Restricted Stock Units Page 46 | Stock Options Page 46 | ||
Who receives | All Named Executive Officers | ||||
Form of delivery | Cash | Equity | |||
Performance period | Ongoing | One year | Two years, plus additional vesting period (total 30 month vesting period) | Four year vesting period | |
Performance measures | N/A | • | Three financial measures for corporate officers plus three financial measures for divisional officers | Adjusted EPS | Stock price appreciation |
• | Client satisfaction goals | ||||
• | Individual strategic and leadership goals | ||||
Link to Compensation and Business Objectives | Attract and retain executive talent | Focus executives on achieving annual financial and operating results | EPS growth drives long-term value to stockholders | Stock price appreciation provides direct alignment with our stockholders | |
In addition to the compensation elements described above, we also provide additional benefits, including retirement plans and modest perquisites as described beginning on page 48.
20152017 Financial Performance Highlights
In fiscal year 2015,2017, we achieved another year of strong financial performance, including record revenues, net earnings, diluted EPS and closed sales performance:results.
Broadridge 2017 Proxy Statement 33
Executive Compensation
In addition, in fiscal year 2015:
TheseOur strong financial results enabled the Company to generate total shareholder return of 23%; comparable to18% and 93% for the one-year and three-year periods ended June 30, 2017, respectively. This performance would have put Broadridge within the top half of companies in the S&P 500 for the one-year period and within the top quartile of companies in the S&P 500.500 for the three-year period. Our total return is calculated as the annualized rate of return reflecting our common stock price appreciation plus the reinvestment of dividends and the compounding effect of dividends paid on reinvested dividends. We continued to return capital to our stockholders through share repurchases and increased levels of share repurchases,dividends, while also investing in our business by completing four tuck-in acquisitions duringthrough acquisitions.
During the fiscal 2015. Weyear, we repurchased 4.9 million shares at an average price of $69.64 under our stock repurchase program. In total, in fiscal year 2017 we returned a total of $332$434 million to stockholders in the form of cash dividends and share repurchases, net of proceeds from option exercises. During the exercise of stock options.
Acquisitions are an important part of our strategy. We spent a total of $539 million on acquisitions and other strategic investments in fiscal year we repurchased approximately 5.2 million shares2017, including the acquisition in July 2016 of Broadridge common stock atthe North American Customer Communications business (“NACC”) of DST Systems, Inc. for an averageaggregate purchase price of $52.18 per share under$410 million. NACC has been integrated into our stock repurchase program.existing customer communications business to create Broadridge Customer Communications. The NACC acquisition expands the services we provide to corporations to include other forms of communications including both print and digital bills and statements, and provides additional benefits with respect to our digital communication strategy.
We increased the dividend amount paid by 10% during fiscal year 2017. Also, in August 2015,2017, our Board of Directors increased our annual dividend amount for fiscal year 2018 by approximately 11% to $1.20$1.46 per share, subject to the discretion of the Board of Directors to declare quarterly dividends. With this increase, our annual dividend has increased for the eighthtenth consecutive year since our first full year of dividend paymentsbecoming a public company in 2008.2007.
Certain financial results in this 2015 Financial Performance Highlights section are not presented in accordance with GAAP (“Non-GAAP”). These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, our reported results. Our Non-GAAP earnings results exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing performance. In fiscal years 2014 and 2015, our adjusted earnings measures exclude the impact of amortization charges associated with intangible asset values and other deal costs associated with our acquisitions (“Acquisition Amortization and Other Costs”).
Adjusted net earnings, adjusted EBT, adjusted diluted EPS, adjusted pre-tax earnings margins, and free cash flows are Non-GAAP measures. Please see “Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures” on pages 9 and 1034 Broadridge 2017 Proxy Statement
Executive Compensation
Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures | |
Certain financial results in the Proxy Summary section and this 2017 Financial Performance Highlights section are not presented in accordance with U.S. GAAP (“Non-GAAP”). These Non-GAAP measures are adjusted net earnings and adjusted EPS. These Non-GAAP measures should be viewed in addition to, and not as a substitute for, our reported results. | |
Our Non-GAAP adjusted earnings results exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing performance. Our adjusted net earnings and adjusted EPS measures for fiscal year 2016 exclude the impact of Acquisition Amortization and Other Costs, which represent the amortization of acquired intangibles as well as other transaction costs and certain integration costs associated with the Company’s acquisition activities. Our adjusted net earnings and adjusted EPS measures for fiscal year 2017 exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and the Message Automation Limited (“MAL”) investment gain. | |
Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash expenses associated with the Company's acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. The MAL investment gain refers to the Company’s non-cash, nontaxable gain on the Company’s 25% interest in MAL upon its acquisition of the remaining 75% of the company. | |
Please see “Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures” on pages 20 and 21 of the Annual Report to Stockholders accompanying this Proxy Statement, which can also be found on our website at www.broadridge.com, for more information on the use of these Non-GAAP financial measures and a reconciliation of these Non-GAAP measures to their most directly comparable GAAP measures. |
Broadridge 2017 Proxy Statement for more information on the use of these Non-GAAP financial measures and a reconciliation of these Non-GAAP measures to their most directly comparable GAAP measures.35
2017 Compensation Highlights
Our philosophy is to position the target compensation structure for our executive officers, in the aggregate, at the median of the external market. On an individual basis, target compensation for executive officers including our Named
Executive Officers, is set above or below the median based on a variety of factors including time in position, 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 target 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.
In fiscalFiscal year 2015, we reported record revenues, net earnings, diluted EPS and closed sales results, as discussed in2017 TDC for the Performance Highlights section above. In line withNamed Executive Officers reflects the Company’s strong overall financial performance in fiscal year 2015, the total direct compensation of the Named Executive Officers increased, primarily due to an increase in their total direct compensation targets resulting from the Company’s strong performance in the prior fiscal year, as well as above target performance in this fiscal year. The annual cash incentive payments for the Named Executive Officers ranged from 117% to 125%were above their targets, as described below. In addition, performance-based RSU awards for the performance period ending with fiscal year 2017 were earned at 120% of their targets. In addition, because of our strongtarget amounts, reflecting Adjusted EPS performance in fiscal year 2015, performance-based RSUyears 2016 and 2017 that exceeded our target awards were earned at 140% of their target amounts at the end of fiscal year 2015.performance goals.
In summary, the Compensation Committee concluded that fiscal year 20152017 compensation was well aligned with the Company’s performance for the year and that the connection between pay and performance was strong.
Compensation Objectives and 2015Fiscal Year 2017 Compensation Actions
The primary elements of our total direct compensation program for corporate officers and aA summary of the actions taken by the Compensation Committee during the year are set forth below.
Compensation Component | 2017 Compensation Actions | ||||
| |||||
Base Salary
| • |
Provided base |
| ||
Annual Cash Incentive Compensation
| • |
|
Annual cash incentive targets | ||
• | Payments for the Named Executive Officers ranged from | ||||
Long-Term Equity Incentive Compensation
| • |
Performance-based RSUs |
| ||
• | Performance-based RSUs were granted in October 2016. Achievement will be based on the | ||||
• | Stock options were granted
| ||||
In addition to the compensation elements described above, we also provide additional benefits as described below:
|
|
| ||
|
|
| ||
|
|
| ||
Summary of Target Compensation for Named Executive Officers
A summary of the fiscal year 20152017 target total direct compensation (“TDC”) of the Named Executive Officers as approved by the Compensation Committee is set forth in the table below. The compensation presented in this table differs from the compensation presented in the Summary Compensation Table, which can be found on page 5654 of this Proxy Statement, and is not a substitute for such information. As required by SEC rules, the stock award and stock option columns in the Summary Compensation Table represent the grant date fair value of awards made during fiscal year 2015.2017. The target equity values in the table below represent the target award amountamounts approved by the Compensation Committee.
Base Salary | Annual Cash Incentive | Annual Equity Incentive | ||||||||||||||||||||||
Name | Annual Value | Fixed Cash as % of Target TDC | Cash Incentive Target as % of Salary | Target Value | Cash Incentive as % of Target TDC | Target Value | Equity as % of Target TDC | Target TDC | ||||||||||||||||
Mr. Daly | $ | 901,250 | 13% | 165% | $ | 1,487,063 | 21% | $ | 4,750,000 | 67% | $ | 7,138,313 | ||||||||||||
Mr. Young | $ | 546,364 | 25% | 85% | $ | 464,409 | 21% | $ | 1,150,000 | 53% | $ | 2,160,772 | ||||||||||||
Mr. Gokey | $ | 618,000 | 20% | 130% | $ | 803,400 | 26% | $ | 1,650,000 | 54% | $ | 3,071,400 | ||||||||||||
Mr. Perry | $ | 583,495 | 28% | 140% | $ | 816,893 | 39% | $ | 700,000 | 33% | $ | 2,100,388 | ||||||||||||
Mr. Schifellite | $ | 566,500 | 27% | 115% | $ | 651,475 | 31% | $ | 900,000 | 42% | $ | 2,117,975 | ||||||||||||
The mix36 Broadridge 2017 Proxy Statement
Executive Compensation
Executive Total Compensation Mix
A significant portion of compensation elements for the CEO’s and other Named Executive OfficersOfficers’ target TDC is also detailed in the table below. Pay mix is more heavily weighted towards variable, performance-based compensation for the Named Executive Officers, particularly the CEO, than for non-executive officers.compensation. This is intended to ensure that the executives who are most responsible for overall performance and changes in stockholder value are held most accountable for results.
| Base Salary | Annual Cash Incentive | Annual Equity Incentive | ||||||||||||||||||||||||||||||
| Name | Annual Value | Fixed Cash as % of Target TDC | Cash Incentive Target as % of Base | Target Value | Cash Incentive as % of Target TDC | Target Value | Equity as % of Target TDC | Target TDC | ||||||||||||||||||||||||
Mr. Daly | $ | 850,000 | 14 | % | 165 | % | $ | 1,402,500 | 23 | % | $ | 3,750,000 | 62 | % | $ | 6,002,500 | ||||||||||||||||
Mr. Young (1) | $ | 515,000 | 26 | % | 85 | % | $ | 437,750 | 22 | % | $ | 1,050,000 | 52 | % | $ | 2,002,750 | ||||||||||||||||
Mr. Perry (2) | $ | 550,000 | 27 | % | 140 | % | $ | 770,000 | 38 | % | $ | 700,000 | 35 | % | $ | 2,020,000 | ||||||||||||||||
Mr. Gokey | $ | 570,000 | 22 | % | 130 | % | $ | 741,000 | 28 | % | $ | 1,300,000 | 50 | % | $ | 2,611,000 | ||||||||||||||||
Mr. Schifellite | $ | 500,000 | 27 | % | 110 | % | $ | 550,000 | 30 | % | $ | 785,000 | 43 | % | $ | 1,835,000 | ||||||||||||||||
The chart below shows the mix of target TDC for our CEO and the other Named Executive Officers (on average) for fiscal year 2015.
|
Strong Stockholder Support for our Compensation Programs
Each year, the Company provides stockholders with an opportunity to cast an advisory vote on the compensation of the Company’s Named Executive Officers.Officers (the Say on Pay Vote). At the 20142016 annual meeting of stockholders, stockholders continued their strong support of our executive compensation program with over 98%95% of the votes cast in favor of the proposal. Based on the outcome of the annual advisory vote, and after taking into account stockholder feedback, the Compensation Committee believes that the Company’s current executive compensation program is aligned with the interests of the Company’s stockholders. Accordingly, the Compensation Committee decided to retain the core elements and pay-for-performance design of our executive compensation program for fiscal year 2015.2017.
The Compensation Committee will continue to consider the outcome of the Company’s annual Say on Pay Proposal votesVotes and the views of our stockholders when making future compensation decisions for the Named Executive Officers. The Company will present
This year, in addition to presenting the annual Say on Pay Proposalproposal for advisory vote, on an annual basis at least until the next advisoryCompany is requesting your non-binding vote on the frequency of saythe Say on pay votes (no later thanPay Vote to approve the compensation of its Named Executive Officers as disclosed in the Proxy Statement (the Frequency Vote). Currently, the Say on Pay proposal is included every year. Recognizing stockholder expectations and market practice, the Board believes that holding the Say on Pay Vote every year is appropriate.
Broadridge 2017 annual meeting of stockholders).Proxy Statement 37
Compensation Governance and Compensation Policies and Practices
Management, with the assistance of Cook & Co., performed an annual assessment of our compensation objectives, philosophy, and forms of compensation and benefits for all Broadridge employees, including executives, to determine whether the risks arising from such policies or practices are reasonably likely to have a material adverse effect on the Company. A report summarizing the results of this assessment was reviewed and
discussed with the Compensation Committee. After this review and in consultation with Cook & Co., the Committee concluded that Broadridge’s compensation program does not create risks that are reasonably likely to have a material adverse effect on the Company. For more information, please see the “Risk Assessment of Compensation Programs” section on page 24.
The Company has the following policies and practices in place to ensure that we minimize excessive risk taking and meet best practices in corporatecompensation governance:
Policy/Practice | Overview | |
Clawback Policy | Executive officer cash and equity incentive compensation is subject to reimbursement, if and to the extent that the payment, grant, or vesting was predicated upon the achievement of financial results that were subsequently the subject of a financial restatement due to material noncompliance with financial reporting requirements by the Company, and a lower payment, award, or vesting would have occurred based upon the restated financial results. | |
Double-trigger on Change in Control | Our Change in Control Severance Plan (the “CIC Plan”) has a “double-trigger,” which provides payments of cash and vesting of equity awards only upon termination of employment without | |
No Re-pricing or Discount Stock Options | We do not replace, cash out, or lower the exercise price | |
No Dividends or Dividend Equivalents on Unearned Performance-based RSUs | Dividends or dividend equivalents are not earned or accrued by our performance-based RSUs until they vest and convert to shares of common stock. | |
Stock Ownership Guidelines and Retention and Holding Period | To encourage equity ownership among our executive officers, we maintain | |
No Employment Agreements | Our Named Executive Officers do not have employment agreements and therefore are not entitled to minimum base salaries, guaranteed bonuses or guaranteed levels of equity or other incentives. | |
No Hedging or Pledging of Stock | Our executive officers, directors, and employees are prohibited from engaging in hedging and pledging activities or short sales with respect to | |
No Excise Tax Gross-ups | We do not provide for excise tax gross-ups to executive officers in the event of a change in control of the Company. | |
Restrictive Covenant Agreements | We require that executives agree to be bound by a restrictive covenant agreement containing non-competition, non-solicitation and confidentiality provisions as a condition to receiving an equity grant or severance payments under the severance plan for executive officers (“Officer Severance Plan”). | |
Independence of our Compensation Committee and Advisor | The Compensation Committee is comprised solely of independent directors and utilizes the services of an independent compensation consultant. | |
38 Broadridge 2017 Proxy Statement
Executive Compensation
Key Roles and Processes for Executive Compensation Decision-Making
KEY ROLES AND PROCESSES FOR EXECUTIVE COMPENSATION
DECISION-MAKING
Role of the Compensation Committee
The Compensation Committee has oversight of all compensation elements provided to Broadridge’s executive officers, including those who arethe 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 our executive compensation program supports our long-term business strategystrategies and enhances our performance and return to stockholders while not creating undue risk. Among its duties, the Compensation Committee determines and approves the total compensation of our CEO and approves the compensation for the remainder of our executive officers after taking into account the CEO’s recommendations including:
Role of the Independent Consultant
The Compensation Committee engages FW Cook & Co. as its independent compensation consultant to provide compensation market analysis and insight with respect to the compensation of our executive officers. In addition, FW Cook & Co. gives the Compensation Committee advice regarding selection of the Peer Group companies (as defined below), market competitive compensation, executive compensation trends, and governance and regulatory updates. FW Cook & Co. also suppliesprovides ongoing assistance in the design and structure of the variable incentive plans, including the selection of performance metrics and the setting of performance goals.
The Compensation Committee annually reviews the independence of FW Cook & Co. and, in fiscal year 2015,2017, concluded that FW Cook & Co. is independent and their work has not raised any conflicts of interest. FW Cook & Co. reports to the Compensation Committee, does not perform any other services for the Company, and has no economic or other ties to the Company or the management team that could compromise their independence or objectivity. Please see the “Corporate Governance” section on page 2117 of this Proxy Statement for additional information about the role of Cook & Co.FW Cook.
Each year ourOur CEO makes recommendations to the Compensation Committee with respect to the base salaries, annual cash incentive awards and long-term incentive awards for executive officers, within the framework of the executive compensation program approved by the Compensation Committee and taking into account Cook & Co.’sFW Cook’s review of market competitive compensation data on behalf of the Compensation 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 retention considerations. The Compensation Committee considers the CEO’s recommendations in its sole discretion. Our CEO does not make recommendations that affect his own compensation.
Broadridge 2017 Proxy Statement 39
Executive Compensation
Peer Group Selection and Market Data
Broadridge refers to a peer group in establishing executive officer target compensation. The list of companies determined to be Broadridge’s peers for executive officer compensation benchmarking purposes is reviewed annually by the Compensation Committee. These companies were selected based primarily on two factors:
Comparable business—The peer companies operateFiscal year 2017 target compensation was determined by the Committee in similar industries as the Company and have similar cost structures, business models, compensation models and global reach. Companies are
|
How the primary measure.Peer Group was Chosen:
| • | Comparable businesses operating in similar industries |
| • | Within a reasonable range of revenue, market capitalization, operating income, total assets and number of employees compared to Broadridge, with revenue as the primary measure |
| • | Similar cost structures, business models, and compensation models |
| • | Similar level of global reach |
How we use the Peer Group:
| • | As a reference point to assess the competitiveness of base salary, incentive targets, and total direct compensation awarded to the Named Executive Officers |
| • | As information on market practices including share utilization and share ownership guidelines |
| • | To compare Company performance and validate whether executive compensation programs are aligned with Company performance |
The Compensation Committee, with the assistance of its independent compensation consultant, FW Cook, determined that the following 17 companies are Broadridge’s peers for fiscal year 2017 compensation benchmarking purposes (the “Peer Group”): | |||
• Alliance Data Systems Corp. • CA, Inc. • Convergys Corp. • CoreLogic, Inc. | • DST Systems • Dun & Bradstreet Corp. • Equifax Inc. • Euronet Worldwide Inc. • Fiserv Inc. | • Global Payments Inc. • Heartland Payment Systems Inc. • Jack Henry & Associates • Paychex Inc. | • Total System Services Inc. • Vantiv • VeriFone Holdings Inc. • Western Union Company |
The Compensation Committee with the assistance of its independent compensation consultant, Cook & Co., determined that the following 16 companies are Broadridge’s peers for fiscal year 2015 compensation benchmarking purposes (the “Peer Group”):
|
|
Lender Processing Services, Inc. and TeleTech Holdings, Inc. were removed from the Peer Group for fiscal year 2017 as Lender Processing Services,it was considered too large following its acquisition of SunGard in 2016. The Committee decided to add CA, Inc. was acquired by Fidelity National Financial and TeleTech Holdings, Inc. had irregular compensation and equity grant practices due to its ownership structure. CoreLogic, Inc. was addedVantiv to the Peer Group based on itsfor fiscal year 2017, both of which are comparable in size and comparable business model.to the Company. Following the acquisition of Heartland Payment Systems Inc. by Global Payments Inc. in April 2016, the Committee continued to include both companies in the Peer Group for fiscal year 2017 compensation purposes. At the time of the Committee’s compensation review, Broadridge was at the 68th46th percentile for revenuesrevenue and the 44th44th percentile on all financial measures compared with the Peer Group.
Peer Group data is considered a primary source of information for the determination of both market practices and market compensation levels for the Named Executive Officers. As there is limited data on positions other than the CEO and CFO in the Peer Group data, the Compensation Committee also reviews data from national survey sources related to general industry and technology companies (the “General Industry Group”) size-adjusted for Broadridge’s total revenues, or in the case of the role of Mr. Schifellite, size-adjusted for the total revenues of the business he manages, when it considers the market competitiveness of Named Executive Officer compensation levels and/or market practices. The Committee does not review the specific companies included in these surveys and the data presented to the Compensation Committee is general and not specific to any particular subset of companies.
40 Broadridge 2017 Proxy Statement
Executive Compensation
CEO Evaluation Process
The Board of Directors evaluates the performance of the CEO annually. TheFor fiscal year 2017, the Board’s evaluation of Mr. Daly’s performance considers the attainment oftook into account a CEO balanced scorecard. The CEO balanced scorecard assessed financial strategic,and operational business performance against pre-determined objectives in four categories: financial goals, operational excellence goals, human capital goals, and client goals. Ratings byFor more information on the individual directors were tabulated by a third-party service providerfiscal year 2017 goals, please see the section entitled “Corporate Officer Bonus Plan—Strategic and an evaluation report was generated. That report was submitted to the Board for its review.Leadership Goals” beginning on page 44.
The Board of Directors concluded that Mr. Daly exceeded its overall expectations.expectations based on his leadership of the Company and in driving strong operational and financial performance. The Compensation Committee considered thisthe Board of Directors’ evaluation of Mr. Daly’s performance whilewhen determining his fiscal year 20152017 cash incentive achievement and his fiscal year 20162018 base salary and incentive compensation targets.
The Board of Directors also used the CEO balanced scorecard to communicate the key performance and strategic and leadership goals that it wants Mr. Daly to pursue in the upcoming fiscal year.
ELEMENTS OF EXECUTIVE COMPENSATIONElements of Executive Compensation
The Compensation Committee reviews the base salaries of the Named Executive Officers in the first quarter of the Company’s fiscal year and approved the following changes foryear. In fiscal year 2015 based on2017, the reasons set forth below,Compensation Committee approved base salary increases for the Named Executive Officers of three percent (3%), in line with other employees of the Company, except that Mr. Schifellite received a salary adjustment of ten percent (10%) to reflect his key role as leader of our largest business and in driving strong results including product growth. The salary increases were effective on September 1, 2014:2016.
Name | Fiscal Year 2016 Base Salary | Increase | Fiscal Year 2017 Base Salary | ||||||
Richard J. Daly | $ | 875,000 | 3.0% | $ | 901,250 | ||||
James M. Young | $ | 530,450 | 3.0% | $ | 546,364 | ||||
Timothy C. Gokey | $ | 600,000 | 3.0% | $ | 618,000 | ||||
Christopher J. Perry | $ | 566,500 | 3.0% | $ | 583,495 | ||||
Robert Schifellite | $ | 515,000 | 10.0% | $ | 566,500 | ||||
| Name | Fiscal Year 2014 | Increase | Fiscal Year 2015 | Rationale | ||||||||||
Richard J. Daly | $ | 800,000 | 6.3 | % | $ | 850,000 | Salary adjustment due to Mr. Daly’s performance, tenure and to position his salary closer to the median of the Peer Group. | |||||||
Timothy C. Gokey | $ | 547,000 | 4.2 | % | $ | 570,000 | Salary adjustment due to Mr. Gokey’s strong performance. | |||||||
Robert Schifellite | $ | 474,047 | 5.5 | % | $ | 500,000 | Salary adjustment due to Mr. Schifellite’s leadership of Broadridge’s largest business unit and its resulting strong performance. | |||||||
Annual Performance-Based Cash Incentive Compensation
Annual Corporate Officer Bonus Plan
Broadridge provides both annual and long-term performance-based cash incentivescompensation to all of its corporateexecutive officers, including those who are Named Executive Officers, under the Corporate Officer Bonus Plan, which operatesOfficers. These plans operate within the Omnibus Plan. The incentivesfollowing discussion contains information regarding certain performance measures and goals. These measures and goals are intendeddisclosed in the limited context of our executive compensation program and are defined in the “Explanation of Compensation Adjusted Non-GAAP Financial Measures” section on page 52. Investors should not apply these measures and goals to qualify as “performance-based compensation” under Section 162(m) ofother contexts.
Broadridge 2017 Proxy Statement 41
Executive Compensation
Annual Cash Incentive Compensation
The annual cash incentive compensation program was created to align Named Executive Officers’ compensation with annual financial performance. The process by which the Internal Revenue Code of 1986, as amended (the “annual cash incentive compensation is determined is set forth below:
What | Timing | Description | 2017 Result | ||
Step 1 | Set target bonuses | Early in the fiscal year | Target bonus is a percentage of salary | NEO target bonus percentages unchanged from 2016. See page 36 for targets. | |
Step 2 | Establish performance funding target | Early in the fiscal year | Adjusted Net Earnings goal approved by the Compensation Committee.(1) | If achieved, officer bonus pool is funded at 200% of target. See “Corporate Officer Bonus Plan — 2017 Performance Funding Target” on page 42. | |
Threshold achievement required for annual bonus payout | |||||
Step 3 | Establish performance goals | Early in the fiscal year | Aligned to fiscal year operating plan. Reviewed and approved by the Compensation Committee.(1) | See “Corporate Officer Bonus Plan — 2017 Performance Metrics - Financial Goals” on page 43. | |
• | Corporate financial goals for all NEOs | ||||
• | Divisional goals for division presidents | ||||
• | Client Satisfaction goals for all NEOs | ||||
• | Strategic and leadership goals that vary by NEO | ||||
Step 4 | Calculate threshold performance funding achievement (Adjusted Net Earnings) | After the fiscal year end | Formulaic, based on the pre-set goals. Reviewed and approved by the Compensation Committee.(1) | Adjusted Net Earnings goal was achieved. | |
Step 5 | Calculate financial and client satisfaction achievement | After the fiscal year end | Formulaic, based on the pre-set goals. Reviewed and approved by the Compensation Committee.(1) | See “Corporate Officer Bonus Plan — 2017 Performance Metrics - Financial Goals” on page 43 and “Corporate Officer Bonus Plan — Client Satisfaction Goal” on page 44. | |
Step 6 | Assess the strategic and leadership performance | After the fiscal year end | Compensation Committee reviews and approves for all NEOs with input from CEO for other NEOs. | See “Corporate Officer Bonus Plan — Strategic and Leadership Goals” on page 44. | |
| (1) | For information on how these metrics are calculated, see “Explanation of Compensation Adjusted Non-GAAP Financial Measures” on page 52. |
Code”). The Corporate Officer Bonus Plan is designed to reward annual performance, as measured by achievement against pre-set goals.
Certain corporate performance targets 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 the types of expenses, costs and other items (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 the Committee determines should not to be considered when measuring divisional 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.
Corporate Officer Bonus Plan—Fiscal Year 2015 Award Targets– 2017 Performance Funding Target
After reviewing Broadridge’s fiscal year 2015 business plan and taking into accountFor the results of the executive compensation analysis performed by Cook & Co., the Committee did not make any changes to the Named Executive Officers’ fiscal year 2015 annual cash incentive targets as a percentage of base salary.
Corporate Officer Bonus Plan—Maximum Awards Available
Theawards, the Compensation Committee established that annual cash incentive awardsno amount would not be payable to the Company’s officers under the corporate officer cash incentive plan infor fiscal year 20152017 unless the Company’s fiscal year 2015 adjusted net earnings2017 Adjusted Net Earnings were at least $187$229.7 million. The Committee selected this metric because it measures annual corporate performance and is intended to provide alignment with our stockholders’ interests.
Broadridge’s compensation Adjusted net earnings was defined as the Company’s adjusted net earnings from continuing operations after income taxes reported in the Company’s financial statementsNet Earnings for the 2015 fiscal year as further adjusted2017 were $383.9 million and, therefore, exceeded the $229.7 million threshold required in order to excludepay cash incentive awards under this plan. For the impactdefinition of all itemsAdjusted Net Earnings and for information on how it is calculated, see “Explanation of gain, loss, charge or expense relating to the items specified by the Compensation Committee within the first 90 days of the performance period, and 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 2015, there were no further adjustments made by theAdjusted Non-GAAP Financial Measures” on page 52.
42 Broadridge 2017 Proxy Statement
Executive Compensation Committee in the scoring of this goal.
Achievement of the performance threshold goal establishes a maximum award amount that each executive officer is eligible to receive, equal to 200% of their target amount set forth below. However, the actual cash incentive award payable is determined by the Compensation Committee based on the factorsscoring of the financial and leadership goals established for each officer as described below, limited to the maximum award amount.
Broadridge’s adjusted net earnings for fiscal year 2015 exceeded $187 million; therefore, the Company achieved the required threshold to pay cash incentive awards under this plan.
Corporate Officer Bonus Plan—2015Plan – 2017 Performance Metrics
For fiscal year 2015,2017, the Compensation Committee determined that the annual cash incentive awards for the Named Executive Officers would be based primarily on the following three components:calculated as follows:
Corporate Officer Bonus Plan—Plan – 2017 Performance Metrics – Financial Goals
Achievement of financial goals is the most heavily weighted factor in determining payouts for the Named Executive Officers because theThe Compensation Committee considers thesethe achievement of financial goals to be the most relevant measuresmeasure of the Company’s overall business performance for the year andyear; therefore, the financial goals are the most heavily weighted factors. The Compensation Committee determined that the financial goals below are aligned with the Company’s long-term growth and profitability objectives.
The Compensation Committee establishes threshold, target and maximum performance levels for each financial goal. Each level represents a different performance expectation considering factors such as the Company’s prior year performance and the Company’s operating plan growth goals.
The followingcorporate financial goals are partused to score the annual cash incentives of the scoring of annual cash incentive plans for Named Executive Officers:
| ||||
| ||||
| ||||
The chart below details the Company’s fiscal year 2015 targets for the Corporate Financial Goals (all dollar values are in millions):2017.
|
|
| ||||
|
|
| ||||
|
|
| ||||
|
|
|
Broadridge 2017 Proxy Statement 43
Executive Compensation
In addition to the Corporate Financial Goals, Mr. Schifellite’s Corporate Officer Bonus Plan includes divisionalAdjusted EBT, Closed Sales and Fee-Based Revenue goals based on the performance of the bank, broker-dealer and corporate issuer solutions business of our Investor Communication Solutions segment (“Bank/Broker/Issuer division”) because he is directly responsible for the results of the division.. The Corporate Financial Goals and those of the Bank/Broker/Issuer division are given equal weight in the determination of thehis cash incentive awards for Mr. Schifellite.award.
Mr. Perry’s Corporate Officer Bonus Plan has two components, each with a target of 70% of his base salary:
The table below shows the weights of the goals making up the Named Executive Officers’ bonuses at the target levels. For Mr. Perry, this table represents the Corporate Goals Component of his bonus.
| Corporate Officers (Messrs. Daly, Young, Perry, and Gokey) | Divisional Officers (Mr. Schifellite) | |||||
| Goals | Broadridge Consolidated | Broadridge Consolidated | Divisional | |||
Fee-Based Revenues | 15% | 7.5% | 7.5% | |||
EBT | 35% | 17.5% | 17.5% | |||
TRRCS | 20% | 10% | 10% | |||
Client Satisfaction | 5% | N/A | 5% | |||
Strategic and Leadership | 25% | 25% | ||||
Determination of Fiscal Year 2015 Corporate Officer Bonus Financial Goals
The charts below detail the achievement of the Broadridge Corporate Financial Goals for fiscal year 2015. Achievement of the fiscal year 2015 goals below did not include amounts derived from acquisitions that closed during the fiscal year, as the impact of the acquisitions was not included in the goals set at the beginning of the fiscal year.
Based on the goal weighting set forth above, the weighted-average score of the Corporate Financial Goals was 108.7%. All values are in millions.
As stated above, the annual cash incentive award for Mr. Schifellite includes goals based on the performance of the Bank/Broker/Issuer division. The Company has not disclosed the fee-based revenues, EBT, and TRRCS targets and ranges pertaining to the Bank/Broker/Issuer division because this information is not otherwise publicly disclosed by the Company, and the Company believes it would cause competitive harm to do so in this Proxy Statement. The Bank/Broker/Issuer division financial goals were set above last year’s achievement and the outcome was substantially uncertain at the time the goals were set. Achievement of the Bank/Broker/Issuer division goals ranged from 102.8%93% to 120.8%114% of target performance in fiscal year 2015, 113.6%2017, 98% to 200%103% of target performance in fiscal year 2014, 110.6%2016, and 101% to 121.7%106% of target performance in fiscal year 2013, 77% to 91% in2015. For fiscal year 2012, and 0% to 64.5% in 2011.2017, the weighted-average score of the Bank/Broker/Issuer division Financial Goals was 107%.
Mr. Perry’s Corporate Officer Bonus Plan has two components, each with a target of 70% of his base salary:
| • | Corporate Goals Component, which is comprised of the corporate financial goals described above, as well as client satisfaction and strategic and leadership results. This component is scored in the same manner as the annual cash incentive awards of the other corporate Named Executive Officers (i.e., Messrs. Daly, Young and Gokey). |
Corporate Officer Bonus Plan—Plan – Client Satisfaction Goal
Broadridge conducts a client satisfaction survey for each of its major business units annually. Each year, threshold, target threshold and stretch goals are established, with target and stretch award levels based on exceeding the prior year’s performance. The results of the client satisfaction survey are included as a component of the Corporate Officer Bonus Plan because of the importance of client retention to the achievement of Broadridge’s revenue goals.
For the Named Executive Officers, other than Mr. Schifellite, client satisfaction is the weighted-average achievement against pre-set targets in Broadridge’s client satisfaction survey of the Investor Communication Solutions and Global Technology and Operations business segments. The score for Mr. Schifellite is based solely on the performance of the Bank/Broker/Issuer division. The percentage earned by Mr. Schifellite was 200% of target, and the percentage earned by the other Named Executive Officers was 192.7%142% of target.
Corporate Officer Bonus Plan—Plan – Strategic and Leadership Goals
Strategic and leadership goals are developed for each executive based on each officer’s role and the strategic plan. By aligningachievement is included as a portioncomponent of each executive officer’s cash incentiveNamed Executive Officer’s bonus in order to reinforce the importance of the Company’s non-financial strategic and leadership goals, the Compensation Committee reinforces their importance.objectives. The actual amountamounts payable based on the strategic and leadership goals isthis component are determined based on the Compensation Committee’s evaluation of the degree to which each Named Executive Officer achieved his or her goals.Officer’s strategic and leadership performance.
44 Broadridge 2017 Proxy Statement
Executive Compensation
CEO
The following primary strategic and leadership goals were communicated to Mr. Daly by the Compensation Committee at the beginning of the fiscal year:
year. The Compensation Committee evaluated Mr. Daly’s achievement of these strategic and leadership goals and specifically considered the following key accomplishments, which are set forth in the CEO balanced scorecard:
CEO Strategic and Leadership Goals | Achievement |
Meet established financial goals and achieve top quartile total shareholder return performance | Financial performance was in line with targets. One year total shareholder return performance was in the top half of the S&P 500 and three year total shareholder return performance was in the top quartile of the S&P 500. |
Drive strategic growth through new products, innovation and global expansion | The Company made multiple acquisitions aligned with its strategic objectives and advanced several strategic initiatives including expanding its digital capabilities and blockchain technology applications. |
Develop bench strength throughout the organization, paying special attention to increasing diversity | The Company enhanced its executive talent through a combination of external hires and promotions. Annual talent reviews are conducted with focus on the executive talent pipeline and diversity. |
Ensure that operations are accurate, dependable and efficient while fully integrating the NACC acquisition | The NACC acquisition was the Company’s largest in its history and during the integration, the Company has continued to consistently achieve strong operational performance. The Company’s strong client revenue retention rate of 98% provides a stable base for future revenue growth. |
Based on these accomplishments and the Compensation Committee’s assessment of his overall performance the Committeeand decided to pay Mr. Daly 130% of the target on the strategic and leadership goals portion of his cash incentive award.
Other Named Executive Officers
The strategic and leadership goals for the other Named Executive Officers were similar to the qualitative measures used by the Compensation Committee to evaluate the performance of Mr. Daly; however, they varied by Named Executive Officer. The following key accomplishments were considered in determining the achievement of the strategic and leadership goals portion of the other Named Executive Officers’ cash incentive awards:
Mr. Daly made a recommendation to the Compensation Committee forwith respect to achievement of the strategic and leadership goals metric for each of the other executive officers, which the Compensation Committee reviewed and approved in assessing the performance in relation to their strategic and leadership goals.performance.
Fiscal Year 20152017 Annual Corporate Officer Bonus Payments
The results of the annual Corporate Officer Bonus award calculations for fiscal year 20152017 are as follows:
Fiscal Year 2017 Corporate Officer Bonus Plan Payment | ||||||||||||||||||||||||||||||
Name | Base Salary | Target % | Target $ | Financial % (70%) | Client Satisfaction % (5%) | Strategy and Leadership % (25%) | Earned as % of Target | Earned $ | ||||||||||||||||||||||
Richard J. Daly | $ | 901,250 | x | 165% | = | $ | 1,487,063 | 115.6% | 142.2 | % | 130.0% | 120.5% | $ | 1,792,134 | ||||||||||||||||
James M. Young | $ | 546,364 | x | 85% | = | $ | 464,409 | 115.6% | 142.2 | % | 135.0% | 121.8% | $ | 565,488 | ||||||||||||||||
Timothy C. Gokey | $ | 618,000 | x | 130% | = | $ | 803,400 | 115.6% | 142.2 | % | 130.0% | 120.5% | $ | 968,218 | ||||||||||||||||
Robert Schifellite | $ | 566,500 | x | 115% | = | $ | 651,475 | 111.3% | 200.0 | % | 125.0% | 119.2% | $ | 776,363 | ||||||||||||||||
Broadridge 2017 Proxy Statement 45
| Fiscal Year 2015 Annual Corporate Officer Bonus Targets | Fiscal Year 2015 Corporate Officer Bonus Plan Payment | |||||||||||||||||||||||||||||||||||||||
| Name | Base Salary | Target % | Target $ | Financial % (70%) | Client Satisfaction % (5%) | Strategy and Leadership % (25%) | Earned as % of Target | Earned $ | ||||||||||||||||||||||||||||||||
Richard J. Daly | $ | 850,000 | x | 165 | % | = | $ | 1,402,500 | 108.7 | % | 192.7 | % | 130 | % | 118.2 | % | $ | 1,658,000 | ||||||||||||||||||||||
James M. Young | $ | 515,000 | x | 85 | % | = | $ | 437,750 | 108.7 | % | 192.7 | % | 125 | % | 117.0 | % | $ | 511,992 | ||||||||||||||||||||||
Timothy C. Gokey | $ | 570,000 | x | 130 | % | = | $ | 741,000 | 108.7 | % | 192.7 | % | 125 | % | 117.0 | % | $ | 866,674 | ||||||||||||||||||||||
Robert Schifellite | $ | 500,000 | x | 110 | % | = | $ | 550,000 | 110.0 | % | 200.0 | % | 135 | % | 120.8 | % | $ | 664,221 | ||||||||||||||||||||||
Executive Compensation
Mr. Perry’s cash incentive target of 140% of his base salary is split between a Corporate Goals Component and a Sales Incentive Component. His fiscal year 2015 award is pro-rated based on when he joined the Company.
Corporate Goals Component | Sales Incentive Component | Total | |||||||||||||||||||||||||||
Target $ | Financial % (70%) | Client Satisfaction % (5%) | Strategy and Leadership % (25%) | Earned $ | Target $ | Closed Sales % (100%) | Earned $ | Earned as % of Target | Earned $ | ||||||||||||||||||||
$ | 408,447 | 115.6% | 142.2% | 120.0% | $ | 482,028 | $ | 408,447 | 159.4% | $ | 651,064 | 138.7% | $ | 1,133,092 | |||||||||||||||
| Corporate Goals Component | Sales Incentive Component | Total | ||||||||||||||||||||||||||||||||||
| Target $ | Financial % (70%) | Client Satisfaction % (5%) | Strategy and Leadership % (25%) | Earned $ | Target $ | TRRCS % (100%) | Earned $ | Earned as % of Target | Earned $ | |||||||||||||||||||||||||||
$320,833 | 108.7 | % | 192.7 | % | 125 | % | $ | 375,247 | $ | 320,833 | 132.6 | % | $ | 425,425 | 124.8 | % | $ | 800,672 | ||||||||||||||||||
Long-Term Equity Incentive Compensation
The purpose of long-term equity incentive compensation provided under the Omnibus Plan is to align executive officer financial interests with those of stockholders, and to improve our long-term profitability and stability through the attraction and retention of superior talent.
The Company grants both stock options and performance-based RSUs to its executive officers annually to reinforce key long-term business strategies. Stock options have a 10-year term and align executive officers with stockholder interests to create long-term growth in the Broadridge stock price. Performance-based RSUs, which have a two-year performance period with EPS goals, reinforce year-over-year EPS growth. This metric was selected because it is Broadridge’s primary measure of long-term corporate profitability and is intended to provide alignment with stockholders’ interests.
Long-Term Equity Incentive Grants
Each executive officer has an annual long-term equity incentive target grant denoted in terms of a dollar value, which is allocated equally between stock options and performance-based RSUs. The Compensation Committee considers recommendations from the CEO with regard to grants of stock options and performance-based RSUs to executive officers other than himself. The Compensation Committee retains full responsibility for approval of individual grants. Details on the types of equity awards granted are provided in the table below.
Type of Equity | FY17 Timing | Vesting | Terms | ||||
Stock Options | August
| Vest 25% per year on the anniversary date of the grant, subject to continued employment with the Company. | • |
The exercise price equals the common stock closing price on the date of the grant (i.e., fair market value). | |||
• | Stock options have a 10-year maximum term. | ||||||
• | The | ||||||
Performance- Based RSUs | August 2016: The Compensation Committee determines the performance criteria and the target dollar value for each officer. October 2016: Awards granted. | Vest on April 1st of the calendar year following the two-year performance period, resulting in a 30-month total vesting period from date of award to date of vesting. | • | The performance criteria is average Adjusted EPS for fiscal years 2017 and 2018.(3) | |||
• | The number of shares that can be earned based on performance ranges from 0% to 150% of the total target RSUs. | ||||||
• | The dollar target is converted into a target number of RSUs based on the average closing price of Broadridge common stock in the month of August.(2) | ||||||
| (1) | The fair value is determined using a standard |
|
|
|
| The use of an average closing price for purposes of converting dollar value targets into shares is intended to reduce the impact of short-term stock price volatility on individual awards, thereby mitigating the risk of a windfall or impairment to the award opportunity. |
| (3) | For information on how this metric is calculated, see “Explanation of Compensation Adjusted Non-GAAP Financial Measures” on page 52. |
46 Broadridge 2017 Proxy Statement
Executive Compensation
Fiscal Year 20152017 Long-Term Equity Incentive Target ChangesTargets
In August 2014,2016, the Compensation Committee approved the following long-term equity incentive award targets for fiscal year 2017 for the Named Executive Officers, taking into account the review of the Peer Group market analysis completed by FW Cook, & Co. and for the reasons described below, the Compensation Committee approved the following increasesNEOs’ ongoing roles and impact to the long-term equity incentive award targets for fiscal year 2015 for three of the Named Executive Officers:organization:
Long-Term Equity Incentive Target | ||||||
Name | Fiscal Year 2016 | Fiscal Year 2017 | ||||
Richard J. Daly | $ | 4,250,000 | $ | 4,750,000 | ||
James M. Young | $ | 1,050,000 | $ | 1,150,000 | ||
Timothy C. Gokey | $ | 1,400,000 | $ | 1,650,000 | ||
Christopher J. Perry | $ | 700,000 | $ | 700,000 | ||
Robert Schifellite | $ | 850,000 | $ | 900,000 | ||
Long-Term Equity Incentive Target | ||||||
| Name | Fiscal Year 2014 | Fiscal Year 2015 | Rationale | |||
Richard J. Daly | $3,000,000 | $3,750,000 | Reflected the positive assessment of Mr. Daly’s performance and leadership, and brings his total target direct compensation closer to the median of the Peer Group. | |||
Timothy C. Gokey | $1,100,000 | $1,300,000 | Reflected Mr. Gokey’s strong performance in the role of COO. | |||
Robert Schifellite | $ 700,000 | $ 785,000 | Reflected Mr. Schifellite’s strong performance as leader of Broadridge’s largest business unit. | |||
Fiscal Year 20152017 Long-Term Incentive Awards
During fiscal year 2015,Based on the targets approved in August 2016, the Compensation Committee approved the grant of the following annual performance-based RSUs and stock options.options during fiscal year 2017:
Name | Stock Option Awards (#) | Stock Option Target Value ($) | RSU Award (#) | RSU Target Value ($) | ||||||||
Richard J. Daly | 170,986 | $ | 2,375,000 | 34,752 | $ | 2,375,000 | ||||||
James M. Young | 41,396 | $ | 575,000 | 8,413 | $ | 575,000 | ||||||
Timothy C. Gokey | 59,395 | $ | 825,000 | 12,071 | $ | 825,000 | ||||||
Christopher J. Perry | 25,197 | $ | 350,000 | 5,121 | $ | 350,000 | ||||||
Robert Schifellite | 32,397 | $ | 450,000 | 6,584 | $ | 450,000 | ||||||
| Name | Stock Option Awards (#) | Stock Option Target Value ($) | RSU Award (#) | RSU Target Value ($) | ||||||||||||
Richard J. Daly | 208,333 | $ | 1,875,000 | 45,454 | $ | 1,875,000 | ||||||||||
James M. Young (1) | 58,333 | $ | 525,000 | 12,727 | $ | 525,000 | ||||||||||
Christopher J. Perry (2) (3) | 38,888 | $ | 350,000 | 8,484 | $ | 350,000 | ||||||||||
Timothy C. Gokey | 72,222 | $ | 650,000 | 15,757 | $ | 650,000 | ||||||||||
Robert Schifellite | 43,611 | $ | 392,500 | 9,515 | $ | 392,500 | ||||||||||
Fiscal Year 2014-20152016-2017 Performance-Based RSU Earned AwardsAwards
The goals for performance-based RSUs granted on October 1, 20132015 were set and evaluated by the Compensation Committee in August 2013.2015. Following the end of the two-year performance period, the Compensation Committee calculated that the Named Executive Officers earned 140%120% of the performance-based RSU target award amounts, due to the achievement of average adjustedcompensation Adjusted EPS of $2.375$2.90 in fiscal years 20142016 and 2015.2017. Broadridge’s adjustedcompensation Adjusted EPS achievement for fiscal years 20142016 and 20152017 was $2.27$2.77 and $2.48,$3.03, respectively.
In scoring the achievement of the fiscal year 2014 EPS goal, the Compensation Committee adjusted the EPS result for costs associated with reorganization and restructuring programs to the extent such programs resulted in aggregate net expenses in excess of $6 million. In scoring the achievement of the fiscal year 2015 EPS goal, the Compensation Committee did not make any further adjustments. The earned RSUs will vest and convert to shares of our common stock on April 1, 2016,2018, provided that the plan participant remains actively employed with Broadridge on the vesting date.
| Financial Metric | Threshold Goal | Target Goal | Maximum Goal | Achievement | % Earned | |||||
| EPS Average for Fiscal Years 2014 and 2015 | $1.60 per share (50% of target) | $2.00-$2.08per share | $2.40 per share (150% of target) | $2.375 | 140% |
Broadridge 2017 Proxy Statement 47
Executive Compensation
Additional Benefits
Retirement Plans
Broadridge provides itsthe Named Executive Officers with retirement benefits on the same terms as those offered to other employees generally through Broadridge’s 401(k) Plan. The 401(k) Plan allows our U.S. employees to save for retirement on a tax-deferred or Roth after-tax basis, and Broadridge makes matching contributions to the 401(k) Plan to encourage participation in this plan.
In addition, the Named Executive Officers, other than Mr. Young and Mr. Perry, participate in the Company’s Supplemental Officer Retirement Plan (“(the “SORP”), which is a non-qualified supplemental retirement plan. The Broadridge SORP provides supplemental benefits to certain executive officers and was intended to support the objective of attracting and retaining key talent by improving the market competitiveness of our overall rewards package and tying the receipt of value to continued tenure through a defined retirement age. On January 1, 2014, the SORP was closed to new participants.
The ERSP was adopted by the CommitteeBroadridge Executive Retirement and implemented in fiscal year 2015 for those executives who are not participants in the SORP. The ERSPSavings Plan (the “ERSP”) is a defined contribution restoration plan that mirrors Broadridge’s qualified 401(k) Plan.Plan for those executives who are not in the SORP. The purpose of the ERSP is to provideprovides specified deferred compensation benefits to a select group of U.S.-based management or highly compensated employees. The ERSP allows for voluntary associate deferrals of base salary and/or cash incentive compensation and employer contributions above the 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 matching under the ERSP.
Please see the “Pension Benefits” and the “Non-Qualified Deferred Compensation” tables on pages 6259 and 6360 in this Proxy Statement for further information regarding Broadridge’s retirement plans.
Executive Retiree Health Insurance Plan
Certain key executives, including all Named Executive Officers, who terminate employment with the Company after they have attained age 55 and have been credited with at least 10 years of service are eligible to participate in our Executive Retiree Health Insurance Plan. This plan is a post-retirement benefit plan pursuant to which the Company helps defray the health care costs of certain eligible key executive retirees and qualifying dependents until they reach the age of 65. This plan is intended to support the objective of attracting and retaining key talent by improving the market competitiveness of our overall rewards package.
Benefit Plans
Broadridge provides its Named Executive Officers with health and welfare benefits during active employment on the same terms as those offered to other employees.
Perquisites
Broadridge provides the Named Executive Officers with a Company-paid car or car allowance. In addition, the Broadridge Foundation, a charitable foundation established and funded by the Company, provides up to $10,000 per calendar year in matching of charitable contributions made to qualified tax-exempt organizations on behalf of executive officers, which is a higher amount than the standard associate match of $1,500.officers.
These perquisites are consistent with both general industry market practice based on independent third-party executive benefit and perquisite surveys and Broadridge’s executive rewards strategy. The Compensation Committee reviewed these perquisites in fiscal year 20152017 and determined that they are in line with perquisites provided by companies with which Broadridge competes for talent.
Please see the “All Other Compensation” table on page 5755 of this Proxy Statement for more information regarding the perquisites provided to the Named Executive Officers.
48 Broadridge 2017 Proxy Statement
Executive Compensation
Change in Control Severance Plan
Our Change in Control Severance Plan (the “CIC Plan”) is designed to neutralize the potential conflict our executive officers could face with a potential change in control and possible termination of employment and to facilitate our ability to attract and retain executives as we compete for talented individuals in a marketplace
where such protections are commonly offered. In addition, the CIC Plan protects and enhances stockholder value by encouraging executive officers to evaluate potential transactions with independence and objectivity, ensuring continuity of management prior to and after a transaction, and ensuring that executives receive reasonable severance compensation in the event that their positions are eliminated as a result of a transaction.
All Named Executive Officers participate in the CIC Plan. The CIC Plan is a “double-trigger” plan that requires both a change in control of the Company and a subsequent qualifying termination of employment in order for the executive officer to receive any payment under the plan. Under the CIC Plan, if a participant’s employment is terminated by the Company without “cause” or by the participant for “good reason,” as those terms are defined under the CIC Plan, within a three-year period following a change in control, the participant would be eligible to receive a severance payment and certain equity awards will be accelerated.
Mr. Daly is party to a Change in Control Enhancement Agreement with the Company (the “Enhancement Agreement”) under 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.
Please see the “Potential Payments Uponupon a Termination or Change in Control” section beginning on page 6462 of this Proxy Statement for further information regarding Broadridge’s CIC Plan.
Officer Severance Plan
The Company maintains an Officer Severance Plan for executive officers, including the Named Executive Officers, in order to enhance recruitment and retention of senior officers who are key to our long-term success without the necessity of having separate employment agreements. The Officer Severance Plan provides for severance benefits when an executive officer is terminated without “cause” as defined in the Officer Severance Plan. Upon a qualifying termination the executive officer would be eligible to receive severance payments, and the vesting of certain equity awards will continue during the severance period. In the instance that an executive officer is due benefits or payments under both the Officer Severance Plan and the CIC Plan, the executive officer would be eligible to receive the greater of the benefits and payments and the more favorable terms and conditions determined on an item-by-item basis.
Please see the “Potential Payments Uponupon a Termination or Change in Control” section beginning on page 64 of this Proxy Statement for further information regarding the Officer Severance Plan.
Broadridge does not have employment agreements in place with any Named Executive Officers. Mr. Perry joined the Company on September 9, 2014 as its Corporate Senior Vice President, Global Sales, Marketing and Client Solutions. Mr. Perry’s offer letter sets forth compensation terms and provides that employment with the Company is “at will,” which means his employment is not for any definite period of time and that either the executive or the Company can terminate employment at any time, with or without cause or notice.
Please see the “Perry Offer Letter” section of thisBroadridge 2017 Proxy Statement on page 58 for a more detailed description of Mr. Perry’s offer letter.49
Executive Compensation
Stock Ownership Guidelines and Retention and Holding Period GuidelinesRequirements
The Company’s stock ownership guidelines reinforce the objective of increasing equity ownership of the Company among executive officers in order to more closely align their interests with those of our stockholders. The ownership guidelines are based on each executive officer acquiring and holding a total equity value at least equal to a specified multiple of his or her annual base salary. The multiples of base salary by executive officer position are:
Level | Multiple of base salary | ||
Chief Executive Officer | 6x | ||
Chief Financial Officer | 3x | ||
President and Chief Operating Officer | 4x | ||
All other Corporate Senior Vice Presidents and Corporate Vice Presidents | 2x | ||
What Counts:
| • | Shares owned outright |
| • | Shares beneficially owned by direct family members (spouse, dependent children) |
| • | Shares held in the executive’s account under a 401(k) plan or other savings plan |
What Doesn’t Count:
| • | Unexercised stock options |
| • | Unvested RSUs |
Equity ownership that counts toward the ownership guidelines are shares owned outright, shares beneficially owned by direct family members (spouse, dependent children), and shares held in the executive’s account under a 401(k) plan or other savings plan. Unexercised stock options and unvested RSUs do not count toward satisfying the guidelines.
The Compensation Committee has also established stock retention and holding period guidelinesrequirements for the executive officers. Specifically:
Presently, allAll executive officers are in compliance with the stock retention requirement and meet or are making progress toward meeting the ownership multiples.
Clawback Policy
The Company maintains a clawback policy that requires reimbursement by an executive officer of all or part of any bonus, incentive or equity-based compensation that is paid, awarded or vests if and to the extent that: (a) the payment, grant, or vesting was predicated upon the achievement of financial results that were subsequently the subject of a financial restatement due to material noncompliance with financial reporting requirements by the Company, and (b) a lower payment, award, or vesting would have occurred based upon the restated financial results.
Under this policy, the Company will, to the extent allowable under applicable laws, require reimbursement of any bonus, incentive or equity-based compensation previously awarded or cancel any unvested, unexercised or deferred stock awards previously granted to the executive officer in the amount by which the individual executive officer’s bonus, incentive or equity-based compensation for the relevant period exceeded the lower amount that would have been received based on the restated financial results. However, the Company will not seek to recover bonuses, incentive or equity-based compensation that was paid or had vested more than three years prior to the date the applicable restatement is disclosed.
50 Broadridge 2017 Proxy Statement
Executive Compensation
Pre-Clearance and Insider Trading Policy and Prohibition on Hedging and Pledging
The Broadridge trading policy for the Company’s executive officers and directors provides that the Company’s executive officers and directors or their immediate family members, family trusts or other controlled entities cannot engage in any transaction in Broadridge securities (including purchases, sales, broker assisted cashless exercises of stock options and the sale of the common stock acquired pursuant to exercise of stock options) without first obtaining the approval of the Company’s General Counsel.
Approval of transactions can be sought only during a defined window period when the executive officers and directors are not in possession of material non-public information about the Company. The window period is generally defined as the period of time commencing on the second day after the public release by Broadridge of its quarterly and annual earnings information and ending on the date of distribution to Broadridge’s executive officers of the “flash” financial performance results for the second month of the then current fiscal quarter, but can be closed by the Company’s General Counsel at any time if the person seeking approval is in possession of material non-public information. The Broadridge trading policy also clarifies the obligations of Broadridge’s officers, directors and employees with respect to securities law prohibitions against insider trading.
In addition, the trading policy prohibits the Company’s executive officers, directors and employees from engaging in short sales and the purchase of any financial instrument, including prepaid variable forward contracts, equity swaps, put options, collars and exchange funds, or otherwise engaging in a transaction that is designed to, or may reasonably be expected to have the effect of, hedging or offsetting any decrease in the market value of Broadridge securities, and also prohibits holding Broadridge securities in a margin account or pledging Broadridge securities as collateral for a loan.
Impact of Accounting and Tax Considerations
As a general matter, the Compensation Committee reviews and considers the various tax and accounting implications of the compensation elements utilized by the Company.
With respect to accounting considerations, the Compensation Committee examines the accounting cost associated with equity compensation in light of requirements under FASB ASC Topic 718. AnnualUnder its current practice, annual equity grants, including performance-based RSU and stock option grants, are made on a target value basis and then converted into a set number of RSUs and/or stock options, so as to limit the total accounting cost of the grants.
With respect to taxes, the Compensation Committee considers the impact of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), which generally prohibits any publicly-held corporation from taking a federal income tax deduction for compensation paid in excess of $1 million in any taxable year to the Named Executive Officers other than the CFO, subject to certain exceptions. The annual incentiveThis limitation does not apply to compensation that meets the requirements for “qualified performance based” compensation.
We have requested and obtained stockholder approval of the Omnibus Plan so that awards are intended to comply withunder the Plan that meet the other applicable requirements may qualify as performance-based compensation under Section 162(m) of the Code by selecting financial measures for the funding of payments under the plan only from the list of performance criteria under the stockholder approved Omnibus Plan, and approving specific performance goals and automatic adjustments within the first 90 days of the fiscal year. The annualCode. Annual incentive awards, performance-based RSU grants are intended to comply with Section 162(m) of the Code by making the vesting of all grants subject to performance conditions that are selected from the list of performance criteria under the Omnibus Plan,awards and approving specific multiple-year performance goals and automatic adjustments within the first 90 days of the performance period. The annual stock option grants arehave been generally designed with the intent to satisfy the requirements for deductibility. However, no assurance can be given that compensation intended to comply withsatisfy the requirements for exemption from Section 162(m) will in fact satisfy such requirements. While the Compensation Committee considers the deductibility of the Code by having an exercise price set equal to the fair market value of the Company’s stock on the date of grant.
In general, the Company intends thatpayments and grants as one factor in determining executive compensation, paid to executive officers should be deductible for U.S. tax purposes. Inin certain instances however, weit may determine that it is in ourthe Company’s best interest and that of our stockholders to have the flexibility to pay compensation that is not deductible under the limitations of Section 162(m) of the Code in order to provide a compensation package consistent with our program and objectives. Weobjectives, and we have requested and obtained stockholder approval ofretained the Omnibus Plan so that awards under the Plan may qualify as performance-based compensation under Section 162(m) of the Code.flexibility to do so.
Broadridge 2017 Proxy Statement 51
Executive Compensation
Explanation of Compensation Adjusted Non-GAAP Financial Measures | |
We use a variety of performance metrics when setting the incentive compensation performance goals at the beginning of the fiscal year. These metrics are: | |
• | Adjusted Net Earnings – to determine whether annual cash incentive awards will be paid and the maximum amount of such awards |
• | Adjusted EBT – a component in scoring the annual cash incentive award |
• | Closed Sales – a component in scoring the annual cash incentive award |
• | Fee-Based Revenue – a component in scoring the annual cash incentive award |
• | Adjusted EPS – to measure performance for purposes of our performance-based RSUs |
Adjusted Net Earnings, Adjusted EBT, and Adjusted EPS are adjusted to exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs and the MAL investment gain because the Company believes these items do not reflect ordinary operations or earnings so they should not impact compensation. Please see “Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures” on page 35 of this Proxy Statement for a discussion of these Non-GAAP adjustments. The Compensation Committee specifies certain additional adjustments that are set forth in the Omnibus Plan at the time it establishes the targets. This is done to ensure that the measurement of performance reflects factors that management can directly control and so that payout levels are not artificially inflated or impaired by factors unrelated to the ongoing operation of the business. | |
Adjusted Net Earnings: Adjusted Net Earnings is defined for purposes of the Company’s corporate officer bonus plan as the Company’s adjusted net earnings from continuing operations after income taxes reported in the Company’s financial statements for the 2017 fiscal year, as further adjusted to exclude the impact of all items of gain, loss, charge or expense relating to the items specified by the Compensation Committee within the first 90 days of the performance period, and as disclosed in the Company’s Form 10-K for the fiscal year. In fiscal year 2017, results were adjusted by the Compensation Committee to exclude the impact of: | |
• | 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 year that were not included in the operating plan; and |
• | foreign currency exchange gains or losses to the extent they vary from the operating plan by more than $2 million. |
Adjusted EBT: Adjusted EBT is the Company’s EBT, as adjusted by $82 million to exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs and the MAL investment gain. In calculating achievement of this goal, pre-set adjustments were also applied to exclude the impact of: | |
• | 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 year that were not included in the operating plan; and |
• | foreign currency exchange gains and losses to the extent they vary from the operating plan. |
Closed Sales: Closed Sales is the total amount of recurring revenue closed sales in the fiscal year. Closed sales represent an estimate of the expected recurring annual revenues for new client contracts that were signed by Broadridge in the current reporting period. 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, it excludes event-driven and distribution revenues. | |
52 Broadridge 2017 Proxy Statement
Executive Compensation
Fee-Based Revenues: Fee-Based Revenues are the total annual revenues from continuing operations, 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: | |
• | revenues derived from acquisitions that closed during the fiscal year that were not included in the operating plan; and |
• | foreign currency exchange gains and losses to the extent they vary from the operating plan. |
Adjusted EPS: Adjusted EPS is defined as the Company’s adjusted EPS from continuing operations as reported in the Company’s financial statements, as further adjusted to exclude the impact of all items of gain, loss, charge or expense relating to the items specified by the Compensation Committee within the first 90 days of the performance period, and as disclosed in the Company’s Form 10-K for the fiscal year. In scoring the achievement of fiscal year 2016-2017 performance-based RSUs, the Compensation Committee applied its pre-set adjustments to the fiscal years 2016 and 2017 adjusted EPS results, to exclude the impact of: | |
• | reorganization and restructuring programs to the extent such programs resulted in aggregate net expenses in excess of $6 million; and |
• | acquisitions that closed during the fiscal year. |
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 20152017 Proxy Statement and be incorporated by reference in the 20152017 Form 10-K.
Compensation Committee of the Board of Directors
Alan J. Weber,Chair
Robert N. Duelks
Maura A. Markus
Broadridge 2017 Proxy Statement 53
Executive Compensation
SUMMARY COMPENSATION TABLESummary Compensation Table
| Name and Principal Position | Year | Salary | Bonus (1) | Stock (2) | Option (3) | Non-Equity Incentive Plan Compensation (4) | Change in Non-Qualified (5) | All Other Compensation (6) | Total | |||||||||||||||||||||||||||
Richard J. Daly | 2015 | $ | 841,667 | $ | 0 | $ | 1,749,979 | $ | 2,139,580 | $ | 1,658,000 | $ | 897,715 | $ | 57,076 | $ | 7,344,017 | |||||||||||||||||||
President and Chief Executive Officer | 2014 | $ | 785,833 | $ | 0 | $ | 1,494,057 | $ | 1,360,457 | $ | 1,738,770 | $ | 819,319 | $ | 52,535 | $ | 6,250,531 | |||||||||||||||||||
| 2013 | $ | 711,667 | $ | 0 | $ | 1,176,401 | $ | 1,215,244 | $ | 1,330,611 | $ | 934,053 | $ | 72,380 | $ | 5,417,916 | ||||||||||||||||||||
James M. Young | 2015 | $ | 515,000 | $ | 0 | $ | 1,053,789 | $ | 835,683 | $ | 511,992 | $ | 0 | $ | 387,810 | $ | 3,304,274 | |||||||||||||||||||
CVP and Chief Financial Officer | 2014 | $ | 12,262 | $ | 500,000 | $ | 208,559 | $ | 0 | $ | 0 | $ | 0 | $ | 86,092 | $ | 806,913 | |||||||||||||||||||
Christopher J. Perry | 2015 | $ | 446,346 | $ | 500,000 | $ | 1,670,185 | $ | 2,950,629 | $ | 800,672 | $ | 0 | $ | 36,482 | $ | 6,404,314 | |||||||||||||||||||
SVP, Global Sales, Marketing & Client Solutions | ||||||||||||||||||||||||||||||||||||
Timothy C. Gokey | 2015 | $ | 566,167 | $ | 0 | $ | 606,645 | $ | 741,720 | $ | 866,674 | $ | 260,417 | $ | 49,999 | $ | 3,091,622 | |||||||||||||||||||
SVP and Chief Operating Officer | 2014 | $ | 544,250 | $ | 0 | $ | 547,798 | $ | 498,837 | $ | 865,800 | $ | 215,444 | $ | 40,700 | $ | 2,712,569 | |||||||||||||||||||
| 2013 | $ | 527,917 | $ | 0 | $ | 423,499 | $ | 437,490 | $ | 706,800 | $ | 139,286 | $ | 53,976 | $ | 2,275,708 | ||||||||||||||||||||
Robert Schifellite | 2015 | $ | 495,675 | $ | 0 | $ | 366,328 | $ | 447,885 | $ | 664,221 | $ | 488,478 | $ | 57,023 | $ | 2,519,610 | |||||||||||||||||||
SVP, Investor Communication Solutions | 2014 | $ | 466,799 | $ | 0 | $ | 348,612 | $ | 317,436 | $ | 697,337 | $ | 404,015 | $ | 39,295 | $ | 2,271,418 | |||||||||||||||||||
| 2013 | $ | 428,133 | $ | 0 | $ | 329,381 | $ | 340,268 | $ | 571,900 | $ | 256,563 | $ | 55,290 | $ | 1,960,976 | ||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Option Awards (3) | Non-Equity Incentive Plan Compensation (4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings (5) | All Other Compensation (6) | Total | ||||||||||||||||||
Richard J. Daly | 2017 | $ | 896,875 | $ | 0 | $ | 2,235,249 | $ | 2,349,348 | $ | 1,792,134 | $ | 1,846,078 | $ | 46,479 | $ | 9,166,163 | ||||||||||
Chief Executive | 2016 | $ | 870,833 | $ | 0 | $ | 2,027,480 | $ | 2,015,117 | $ | 1,689,765 | $ | 1,648,336 | $ | 69,538 | $ | 8,321,069 | ||||||||||
Officer | 2015 | $ | 841,667 | $ | 0 | $ | 1,749,979 | $ | 2,139,580 | $ | 1,658,000 | $ | 1,207,752 | $ | 57,076 | $ | 7,654,054 | ||||||||||
James M. Young | 2017 | $ | 543,711 | $ | 0 | $ | 541,124 | $ | 568,781 | $ | 565,488 | $ | 0 | $ | 114,108 | $ | 2,333,212 | ||||||||||
CVP and Chief | 2016 | $ | 527,875 | $ | 0 | $ | 500,916 | $ | 497,850 | $ | 527,713 | $ | 0 | $ | 123,421 | $ | 2,177,775 | ||||||||||
Financial Officer | 2015 | $ | 515,000 | $ | 0 | $ | 1,053,789 | $ | 835,683 | $ | 511,992 | $ | 0 | $ | 387,810 | $ | 3,304,274 | ||||||||||
Timothy C. Gokey | 2017 | $ | 615,000 | $ | 0 | $ | 776,407 | $ | 816,087 | $ | 968,218 | $ | 518,158 | $ | 45,547 | $ | 3,739,417 | ||||||||||
President and Chief | 2016 | $ | 595,000 | $ | 0 | $ | 667,888 | $ | 663,796 | $ | 912,912 | $ | 466,096 | $ | 49,288 | $ | 3,354,980 | ||||||||||
Operating Officer | 2015 | $ | 566,167 | $ | 0 | $ | 606,645 | $ | 741,720 | $ | 866,674 | $ | 260,485 | $ | 49,999 | $ | 3,091,690 | ||||||||||
Christopher J. Perry | 2017 | $ | 580,662 | $ | 0 | $ | 329,383 | $ | 346,207 | $ | 1,133,092 | $ | 0 | $ | 158,174 | $ | 2,547,518 | ||||||||||
CSVP, Global | 2016 | $ | 563,750 | $ | 0 | $ | 333,944 | $ | 331,893 | $ | 963,775 | $ | 0 | $ | 139,232 | $ | 2,332,594 | ||||||||||
Sales, Marketing & | 2015 | $ | 446,346 | $ | 500,000 | $ | 1,670,185 | $ | 2,950,629 | $ | 800,672 | $ | 0 | $ | 36,482 | $ | 6,404,314 | ||||||||||
Client Solutions | |||||||||||||||||||||||||||
Robert Schifellite | 2017 | $ | 557,917 | $ | 0 | $ | 423,483 | $ | 445,135 | $ | 776,363 | $ | 817,837 | $ | 60,082 | $ | 3,080,817 | ||||||||||
CSVP, Investor | 2016 | $ | 512,500 | $ | 0 | $ | 405,496 | $ | 403,023 | $ | 679,207 | $ | 739,972 | $ | 59,442 | $ | 2,799,640 | ||||||||||
Communication | 2015 | $ | 495,675 | $ | 0 | $ | 366,328 | $ | 447,885 | $ | 664,221 | $ | 489,932 | $ | 57,023 | $ | 2,521,064 | ||||||||||
Solutions | |||||||||||||||||||||||||||
| (1) |
| (2) | Reflects performance-based RSUs granted under the Omnibus Plan. |
| (3) | Reflects stock options granted under the Omnibus 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 |
| (4) | Represents annual incentive cash compensation earned under the Omnibus Plan based on performance of the Named Executive Officers during the corresponding fiscal year, which was paid to the Named Executive Officers in the next following fiscal year. |
| (5) | Represents changes in the actuarial present value of the Named Executive Officer’s benefit under the SORP. See the “Pension Benefits Table” for a discussion of the |
| (6) | Please see the table below for information on the numbers that comprise the All Other Compensation column. |
54 Broadridge 2017 Proxy Statement
Executive Compensation
ALL OTHER COMPENSATIONAll Other Compensation
| Name | Year | Perquisites and other Personal Benefits (A) | Tax Reimbursements (B) | Company (C) | Insurance Premiums (D) | Matching Charitable Contributions (E) | Relocation (F) | Total | ||||||||||||||||||||||||
Richard J. Daly | 2015 | $ | 18,397 | $ | 1,270 | $ | 27,095 | $ | 1,564 | $ | 8,750 | $ | 0 | $ | 57,076 | |||||||||||||||||
| 2014 | $ | 16,358 | $ | 500 | $ | 22,880 | $ | 1,547 | $ | 11,250 | $ | 0 | $ | 52,535 | ||||||||||||||||||
| 2013 | $ | 15,910 | $ | 500 | $ | 44,440 | $ | 1,530 | $ | 10,000 | $ | 0 | $ | 72,380 | ||||||||||||||||||
James M. Young | 2015 | $ | 5,646 | $ | 175,247 | $ | 9,296 | $ | 1,319 | $ | 5,500 | $ | 190,802 | $ | 387,810 | |||||||||||||||||
| 2014 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 86,092 | $ | 86,092 | ||||||||||||||||||
Christopher J. Perry | 2015 | $ | 17,746 | $ | 1,270 | $ | 6,435 | $ | 1,031 | $ | 10,000 | $ | 0 | $ | 36,482 | |||||||||||||||||
Timothy C. Gokey | 2015 | $ | 23,548 | $ | 1,270 | $ | 13,780 | $ | 1,401 | $ | 10,000 | $ | 0 | $ | 49,999 | |||||||||||||||||
| 2014 | $ | 15,358 | $ | 500 | $ | 13,520 | $ | 1,322 | $ | 10,000 | $ | 0 | $ | 40,700 | ||||||||||||||||||
| 2013 | $ | 15,910 | $ | 500 | $ | 26,260 | $ | 1,306 | $ | 10,000 | $ | 0 | $ | 53,976 | ||||||||||||||||||
Robert Schifellite | 2015 | $ | 18,397 | $ | 1,270 | $ | 26,069 | $ | 1,287 | $ | 10,000 | $ | 0 | $ | 57,023 | |||||||||||||||||
| 2014 | $ | 6,705 | $ | 500 | $ | 26,429 | $ | 1,161 | $ | 4,500 | $ | 0 | $ | 39,295 | ||||||||||||||||||
| 2013 | $ | 7,212 | $ | 500 | $ | 44,434 | $ | 1,144 | $ | 2,000 | $ | 0 | $ | 55,290 | ||||||||||||||||||
Name | Year | Perquisites and other Personal Benefits (A) | Tax Reimbursements (B) | Company Contributions to Defined Contribution Plans (C) | Insurance Premiums (D) | Matching Charitable Contributions (E) | Relocation (F) | Total | ||||||||||||||||
Richard J. Daly | 2017 | $ | 16,924 | $ | 1,250 | $ | 25,785 | $ | 1,520 | $ | 1,000 | $ | 0 | $ | 46,479 | |||||||||
2016 | $ | 21,433 | $ | 1,250 | $ | 25,308 | $ | 1,547 | $ | 20,000 | $ | 0 | $ | 69,538 | ||||||||||
2015 | $ | 18,397 | $ | 1,270 | $ | 27,095 | $ | 1,564 | $ | 8,750 | $ | 0 | $ | 57,076 | ||||||||||
James M. Young | 2017 | $ | 14,043 | $ | 1,250 | $ | 87,492 | $ | 1,323 | $ | 10,000 | $ | 0 | $ | 114,108 | |||||||||
2016 | $ | 18,035 | $ | 5,815 | $ | 84,915 | $ | 1,322 | $ | 8,000 | $ | 5,334 | $ | 123,421 | ||||||||||
2015 | $ | 5,646 | $ | 175,247 | $ | 9,296 | $ | 1,319 | $ | 5,500 | $ | 190,802 | $ | 387,810 | ||||||||||
Timothy C. Gokey | 2017 | $ | 16,425 | $ | 0 | $ | 17,685 | $ | 1,437 | $ | 10,000 | $ | 0 | $ | 45,547 | |||||||||
2016 | $ | 16,864 | $ | 1,250 | $ | 19,743 | $ | 1,431 | $ | 10,000 | $ | 0 | $ | 49,288 | ||||||||||
2015 | $ | 23,548 | $ | 1,270 | $ | 13,780 | $ | 1,401 | $ | 10,000 | $ | 0 | $ | 49,999 | ||||||||||
Christopher J. Perry | 2017 | $ | 18,810 | $ | 1,250 | $ | 126,731 | $ | 1,383 | $ | 10,000 | $ | 0 | $ | 158,174 | |||||||||
2016 | $ | 19,850 | $ | 1,250 | $ | 106,752 | $ | 1,380 | $ | 10,000 | $ | 0 | $ | 139,232 | ||||||||||
2015 | $ | 17,746 | $ | 1,270 | $ | 6,435 | $ | 1,031 | $ | 10,000 | $ | 0 | $ | 36,482 | ||||||||||
Robert Schifellite | 2017 | $ | 18,903 | $ | 1,250 | $ | 28,583 | $ | 1,346 | $ | 10,000 | $ | 0 | $ | 60,082 | |||||||||
2016 | $ | 18,608 | $ | 1,250 | $ | 28,286 | $ | 1,298 | $ | 10,000 | $ | 0 | $ | 59,442 | ||||||||||
2015 | $ | 18,397 | $ | 1,270 | $ | 26,069 | $ | 1,287 | $ | 10,000 | $ | 0 | $ | 57,023 | ||||||||||
| (A) | For all Named Executive Officers, |
| (B) | For Mr. Daly, Mr. Young (fiscal years 2016 and 2017), Mr. Perry, Mr. Gokey (fiscal years 2015 and 2016) and Mr. Schifellite, represents reimbursement of taxes on amounts paid by the Company on behalf of their spouses or significant others who accompanied them on business |
| (C) | Represents |
| (D) | Represents life insurance, accidental death and dismemberment and long-term disability premiums paid by the 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 Broadridge Director & Officer 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 $10,000 per calendar year. Amounts shown reflect total Company matching contributions in each fiscal year, and therefore may be greater than the calendar year maximum. |
| (F) | For Mr. Young, includes reimbursement of certain relocation expenses incurred in fiscal years |
Broadridge 2017 Proxy Statement 55
Executive Compensation
GRANTS OF PLAN-BASED AWARDS TABLEGrants of Plan-Based Awards Table
The following table summarizes awards made to our Named Executive Officers in fiscal year 2015.2017. Please see the “Outstanding Equity Awards at Fiscal Year-End” table for the outstanding stock option awards and unvested stock awards held by each of the Named Executive Officers as of June 30, 2015.2017.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units(#) | All Other Option Awards: Number of Securities Underlying Options(#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | |||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Committee Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||
Richard J. Daly | $ | 701,250 | $ | 1,402,500 | $ | 2,805,000 | ||||||||||||||||||||||||||||||||||||||||||
| 10/1/2014 | (4) | 9/2/2014 | 22,727 | 45,454 | 68,181 | $ | 1,749,979 | |||||||||||||||||||||||||||||||||||||||||
| 2/9/2015 | (5) | 2/3/2015 | 208,333 | 50.95 | $ | 2,139,580 | ||||||||||||||||||||||||||||||||||||||||||
James M. Young | $ | 218,875 | $ | 437,750 | $ | 875,500 | ||||||||||||||||||||||||||||||||||||||||||
| 8/11/2014 | (6) | 8/6/2014 | 14,634 | $ | 563,799 | |||||||||||||||||||||||||||||||||||||||||||
| 8/11/2014 | (7) | 8/6/2014 | 26,260 | 40.67 | $ | 236,603 | ||||||||||||||||||||||||||||||||||||||||||
| 10/1/2014 | (4) | 9/2/2014 | 6,364 | 12,727 | 19,091 | $ | 489,990 | |||||||||||||||||||||||||||||||||||||||||
| 2/9/2015 | (5) | 2/3/2015 | 58,333 | 50.95 | $ | 599,080 | ||||||||||||||||||||||||||||||||||||||||||
Christopher J. Perry | $ | 320,833 | $ | 641,667 | $ | 1,283,333 | ||||||||||||||||||||||||||||||||||||||||||
| 10/1/2014 | (4) | 9/2/2014 | 4,242 | 8,484 | 12,726 | $ | 326,634 | |||||||||||||||||||||||||||||||||||||||||
| 11/13/2014 | (8) | 11/13/2014 | 31,256 | $ | 1,343,551 | |||||||||||||||||||||||||||||||||||||||||||
| 11/13/2014 | (9) | 11/13/2014 | 62,111 | 45.09 | $ | 620,489 | ||||||||||||||||||||||||||||||||||||||||||
| 2/9/2015 | (5) | 2/3/2015 | 38,888 | 50.95 | $ | 399,380 | ||||||||||||||||||||||||||||||||||||||||||
| 2/9/2015 | (10) | 2/3/2015 | 188,000 | 50.95 | $ | 1,930,760 | ||||||||||||||||||||||||||||||||||||||||||
Timothy C. Gokey | $ | 370,500 | $ | 741,000 | $ | 1,482,000 | ||||||||||||||||||||||||||||||||||||||||||
| 10/1/2014 | (4) | 9/2/2014 | 7,879 | 15,757 | 23,636 | $ | 606,645 | |||||||||||||||||||||||||||||||||||||||||
| 2/9/2015 | (5) | 2/3/2015 | 72,222 | 50.95 | $ | 741,720 | ||||||||||||||||||||||||||||||||||||||||||
Robert Schifellite | $ | 275,000 | $ | 550,000 | $ | 1,100,000 | ||||||||||||||||||||||||||||||||||||||||||
| 10/1/2014 | (4) | 9/2/2014 | 4,758 | 9,515 | 14,273 | $ | 366,328 | |||||||||||||||||||||||||||||||||||||||||
| 2/9/2015 | (5) | 2/3/2015 | 43,611 | 50.95 | $ | 447,885 | ||||||||||||||||||||||||||||||||||||||||||
Committee Award Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | 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 (#) | ||||||||||||||||||||||||||
Richard J. Daly | $ | 743,532 | $ | 1,487,063 | $ | 2,974,126 | |||||||||||||||||||||||||||
10/1/2016 | (4) | 9/20/2016 | 17,376 | 34,752 | 52,128 | $ | 2,235,249 | ||||||||||||||||||||||||||
2/10/2017 | (5) | 2/2/2017 | 170,986 | $ | 67.32 | $ | 2,349,348 | ||||||||||||||||||||||||||
James M. Young | $ | 232,205 | $ | 464,409 | $ | 928,818 | |||||||||||||||||||||||||||
10/1/2016 | (4) | 9/20/2016 | 4,207 | 8,413 | 12,620 | $ | 541,124 | ||||||||||||||||||||||||||
2/10/2017 | (5) | 2/2/2017 | 41,396 | $ | 67.32 | $ | 568,781 | ||||||||||||||||||||||||||
Timothy C. Gokey | $ | 401,700 | $ | 803,400 | $ | 1,606,800 | |||||||||||||||||||||||||||
10/1/2016 | (4) | 9/20/2016 | 6,036 | 12,071 | 18,107 | $ | 776,407 | ||||||||||||||||||||||||||
2/10/2017 | (5) | 2/2/2017 | 59,395 | $ | 67.32 | $ | 816,087 | ||||||||||||||||||||||||||
Christopher J. Perry | $ | 408,447 | $ | 816,893 | $ | 1,633,786 | |||||||||||||||||||||||||||
10/1/2016 | (4) | 9/20/2016 | 2,561 | 5,121 | 7,682 | $ | 329,383 | ||||||||||||||||||||||||||
2/10/2017 | (5) | 2/2/2017 | 25,197 | $ | 67.32 | $ | 346,207 | ||||||||||||||||||||||||||
Robert Schifellite | $ | 325,738 | $ | 651,475 | $ | 1,302,950 | |||||||||||||||||||||||||||
10/1/2016 | (4) | 9/20/2016 | 3,292 | 6,584 | 9,876 | $ | 423,483 | ||||||||||||||||||||||||||
2/10/2017 | (5) | 2/2/2017 | 32,397 | $ | 67.32 | $ | 445,135 | ||||||||||||||||||||||||||
| (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 |
| (2) | Amounts consist of the threshold, target and maximum performance-based RSU awards |
| (3) | These amounts are valued based on the aggregate grant date fair value of the award determined pursuant to FASB ASC Topic 718, and based on the probable outcome of the performance condition in the case of performance-based RSUs. See Note |
| (4) | Represents performance-based RSUs granted under the Omnibus Plan on October 1, |
| (5) | Represents a stock option award granted under the Omnibus Plan on February |
Perry Offer Letter56 Broadridge 2017 Proxy Statement
Mr. Perry’s offer letter sets forth the terms of his compensation. The offer letter provides that his employment with the Company is “at will,” which means his employment is not for any definite period of time and that either he or the Company can terminate his employment at any time, with or without cause or notice.
Base Salary: Mr. Perry’s annual base salary is $550,000 per year.
Cash Incentive Award: Mr. Perry’s annual cash incentive award target is 140% of his base salary and is pro-rated for fiscal year 2015 based on the number of months he was employed at the Company. The incentive is made up of two components:
Long-Term Equity Incentive Compensation: Mr. Perry will receive performance-based RSUs and stock options annually based on target values that are reviewed and approved by the Compensation Committee. The Compensation Committee has approved the following long-term equity value targets for Mr. Perry starting in fiscal year 2015: $350,000 in performance-based RSUs vesting in April 2017 and $350,000 in value of stock options with standard four-year vesting provisions. Each of the foregoing equity grants for fiscal year 2015 are subject to the terms and conditions applicable to the grants made to all other executive officers of the Company.
Executive Benefits:Compensation Mr. Perry is eligible to participate in Broadridge’s employee and executive benefit programs, including the Officer Severance Plan and CIC Plan. In addition, Mr. Perry is entitled to the perquisites customarily paid to the Company’s executive officers.
In addition, pursuant to the offer letter, Mr. Perry received the following one-time at-hire awards. These awards were structured to replace similar awards he forfeited when he left his former employer to join the Company.
Cash Bonus: Mr. Perry received a cash bonus of $500,000, of which the full amount is subject to repayment if he voluntarily leaves the Company or is terminated for cause within 12 months of the payment date.
RSUs:On November 13, 2014, Mr. Perry was awarded 31,256 time-based RSUs of which 16,830 will vest on April 1, 2016 and 14,426 will vest on April 1, 2017. The value of this award was approximately $1,300,000; the number of shares awarded was determined using a 30-day average closing stock price ending the day before the Compensation Committee approval materials were distributed to the Committee.
Stock Options: On November 13, 2014, Mr. Perry was awarded 62,111 stock options that vested immediately upon grant. These options have a termination date of 10 years from the date of grant and an exercise price equal to the closing price of Broadridge common stock on the date of grant. The value of this award was approximately $600,000. The number of stock options granted was determined by dividing $600,000 by an assumed option value determined using a standard stock option valuation model under FASB ASC Topic 718 and based on a 30-day average closing price of Broadridge common stock.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLEOutstanding Equity Awards at Fiscal Year-End Table
The following table provides information regarding outstanding stock option awards and unvested stock awards held by each of the Named Executive Officers as of June 30, 2015.2017.
| Option Awards | Stock Awards (1) | |||||||||||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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 Market or Payout of Unearned or Other Rights that Have Not Vested | ||||||||||||||||||||||||||||||||||||
Richard J. Daly | 126,500 | $ | 21.39 | 2/8/2020 | (2 | ) | ||||||||||||||||||||||||||||||||||||||
| 126,500 | $ | 23.53 | 2/8/2020 | (2 | ) | |||||||||||||||||||||||||||||||||||||||
| 126,500 | $ | 25.67 | 2/8/2020 | (2 | ) | |||||||||||||||||||||||||||||||||||||||
| 167,901 | 55,968 | $ | 24.25 | 2/9/2022 | (3 | ) | ||||||||||||||||||||||||||||||||||||||
| 160,746 | 160,747 | $ | 22.27 | 2/11/2023 | (4 | ) | ||||||||||||||||||||||||||||||||||||||
| 41,528 | 124,584 | $ | 36.97 | 2/10/2024 | (5 | ) | ||||||||||||||||||||||||||||||||||||||
| 208,333 | $ | 50.95 | 2/9/2025 | (6 | ) | |||||||||||||||||||||||||||||||||||||||
| 69,192 | $ | 3,460,292 | (16 | ) | ||||||||||||||||||||||||||||||||||||||||
| 45,454 | $ | 2,273,155 | (21) | |||||||||||||||||||||||||||||||||||||||||
James M. Young | 26,260 | $ | 40.67 | 8/12/2024 | (7 | ) | ||||||||||||||||||||||||||||||||||||||
| 58,333 | $ | 50.95 | 2/9/2025 | (6 | ) | |||||||||||||||||||||||||||||||||||||||
| 4,878 | $ | 243,949 | (17 | ) | ||||||||||||||||||||||||||||||||||||||||
| 4,878 | $ | 243,949 | (18 | ) | 12,727 | $ | 636,477 | (21) | ||||||||||||||||||||||||||||||||||||
Christopher J. Perry | 62,111 | $ | 45.09 | 11/13/2024 | (8 | ) | ||||||||||||||||||||||||||||||||||||||
| 38,888 | $ | 50.95 | 2/9/2025 | (6 | ) | |||||||||||||||||||||||||||||||||||||||
| 188,000 | $ | 50.95 | 2/9/2025 | (9 | ) | |||||||||||||||||||||||||||||||||||||||
| 16,830 | $ | 841,668 | (19 | ) | ||||||||||||||||||||||||||||||||||||||||
| 14,426 | $ | 721,444 | (20 | ) | 8,484 | $ | 424,285 | (21 | ) | |||||||||||||||||||||||||||||||||||
Timothy C. Gokey | 100,000 | $ | 21.94 | 5/12/2020 | (10 | ) | ||||||||||||||||||||||||||||||||||||||
| 150,000 | $ | 21.94 | 5/12/2020 | (11 | ) | |||||||||||||||||||||||||||||||||||||||
| 69,886 | 17,472 | $ | 22.39 | 2/10/2021 | (12 | ) | ||||||||||||||||||||||||||||||||||||||
| 74,622 | 24,875 | $ | 24.25 | 2/9/2022 | (3 | ) | ||||||||||||||||||||||||||||||||||||||
| 57,869 | 57,869 | $ | 22.27 | 2/11/2023 | (4 | ) | ||||||||||||||||||||||||||||||||||||||
| 15,227 | 45,681 | $ | 36.97 | 2/10/2024 | (5 | ) | ||||||||||||||||||||||||||||||||||||||
| 72,222 | $ | 50.95 | 2/9/2025 | (6 | ) | |||||||||||||||||||||||||||||||||||||||
| 25,369 | $ | 1,268,704 | (16 | ) | ||||||||||||||||||||||||||||||||||||||||
| 15,757 | $ | 788,008 | (21) | |||||||||||||||||||||||||||||||||||||||||
Robert Schifellite | 18,100 | $ | 21.87 | 2/3/2018 | (13 | ) | ||||||||||||||||||||||||||||||||||||||
| 41,666 | $ | 18.97 | 2/24/2018 | (14 | ) | |||||||||||||||||||||||||||||||||||||||
| 41,667 | $ | 20.87 | 2/24/2018 | (14 | ) | |||||||||||||||||||||||||||||||||||||||
| 41,667 | $ | 22.76 | 2/24/2018 | (14 | ) | |||||||||||||||||||||||||||||||||||||||
| 24,916 | $ | 13.79 | 2/2/2019 | (15 | ) | |||||||||||||||||||||||||||||||||||||||
| 24,917 | $ | 15.17 | 2/2/2019 | (15 | ) | |||||||||||||||||||||||||||||||||||||||
| 24,917 | $ | 16.55 | 2/2/2019 | (15 | ) | |||||||||||||||||||||||||||||||||||||||
| 25,875 | $ | 21.39 | 2/8/2020 | (2 | ) | |||||||||||||||||||||||||||||||||||||||
| 25,875 | $ | 23.53 | 2/8/2020 | (2 | ) | |||||||||||||||||||||||||||||||||||||||
| 25,875 | $ | 25.67 | 2/8/2020 | (2 | ) | |||||||||||||||||||||||||||||||||||||||
| 44,773 | 14,925 | $ | 24.25 | 2/9/2022 | (3 | ) | ||||||||||||||||||||||||||||||||||||||
| 45,009 | 45,009 | $ | 22.27 | 2/11/2023 | (4 | ) | ||||||||||||||||||||||||||||||||||||||
| 9,689 | 29,070 | $ | 36.97 | 2/10/2024 | (5 | ) | ||||||||||||||||||||||||||||||||||||||
| 43,611 | $ | 50.95 | 2/9/2025 | (6 | ) | |||||||||||||||||||||||||||||||||||||||
| 16,144 | $ | 807,361 | (16 | ) | ||||||||||||||||||||||||||||||||||||||||
| 9,515 | $ | 475,845 | (21) | |||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||
Richard J. Daly | 80,374 | 0 | $ | 22.27 | 2/11/2023 | (2) | ||||||||||||||||||
124,584 | 41,528 | $ | 36.97 | 2/10/2024 | (3) | |||||||||||||||||||
104,166 | 104,167 | $ | 50.95 | 2/9/2025 | (4) | |||||||||||||||||||
46,560 | 139,680 | $ | 51.95 | 2/8/2026 | (5) | |||||||||||||||||||
0 | 170,986 | $ | 67.32 | 2/10/2027 | (6) | |||||||||||||||||||
46,788 | $ | 3,535,301 | (12) | |||||||||||||||||||||
34,752 | $ | 2,625,861 | (13) | |||||||||||||||||||||
James M. Young | 26,260 | 0 | $ | 40.67 | 8/12/2024 | (7) | ||||||||||||||||||
29,166 | 29,167 | $ | 50.95 | 2/9/2025 | (4) | |||||||||||||||||||
11,503 | 34,509 | $ | 51.95 | 2/8/2026 | (5) | |||||||||||||||||||
0 | 41,396 | $ | 67.32 | 2/10/2027 | (6) | |||||||||||||||||||
11,559 | $ | 873,398 | (12) | |||||||||||||||||||||
8,413 | $ | 635,686 | (13) | |||||||||||||||||||||
Timothy C. Gokey | 50,000 | 0 | $ | 21.94 | 5/12/2020 | (8) | ||||||||||||||||||
87,358 | 0 | $ | 22.39 | 2/10/2021 | (9) | |||||||||||||||||||
99,497 | 0 | $ | 24.25 | 2/9/2022 | (10) | |||||||||||||||||||
115,738 | 0 | $ | 22.27 | 2/11/2023 | (2) | |||||||||||||||||||
45,681 | 15,227 | $ | 36.97 | 2/10/2024 | (3) | |||||||||||||||||||
36,111 | 36,111 | $ | 50.95 | 2/9/2025 | (4) | |||||||||||||||||||
15,337 | 46,012 | $ | 51.95 | 2/8/2026 | (5) | |||||||||||||||||||
0 | 59,395 | $ | 67.32 | 2/10/2027 | (6) | |||||||||||||||||||
15,412 | $ | 1,164,531 | (12) | |||||||||||||||||||||
12,071 | $ | 912,085 | (13) | |||||||||||||||||||||
Christopher J. Perry | 0 | 94,000 | $ | 50.95 | 2/9/2025 | (11) | ||||||||||||||||||
0 | 19,444 | $ | 50.95 | 2/9/2025 | (4) | |||||||||||||||||||
0 | 23,006 | $ | 51.95 | 2/8/2026 | (5) | |||||||||||||||||||
0 | 25,197 | $ | 67.32 | 2/10/2027 | (6) | |||||||||||||||||||
7,706 | $ | 582,265 | (12) | |||||||||||||||||||||
5,121 | $ | 386,943 | (13) | |||||||||||||||||||||
Robert Schifellite | 59,698 | 0 | $ | 24.25 | 2/9/2022 | (10) | ||||||||||||||||||
90,018 | 0 | $ | 22.27 | 2/11/2023 | (2) | |||||||||||||||||||
29,069 | 9,690 | $ | 36.97 | 2/10/2024 | (3) | |||||||||||||||||||
21,805 | 21,806 | $ | 50.95 | 2/9/2025 | (4) | |||||||||||||||||||
9,312 | 27,936 | $ | 51.95 | 2/8/2026 | (5) | |||||||||||||||||||
0 | 32,397 | $ | 67.32 | 2/10/2027 | (6) | |||||||||||||||||||
9,357 | $ | 707,015 | (12) | |||||||||||||||||||||
6,584 | $ | 497,487 | (13) | |||||||||||||||||||||
| (1) | All stock awards were based on a June 30, |
| (2) | Represents |
| (3) | 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. |
| (4) | Represents annual stock options granted on February 9, 2015. 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) | 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. |
Broadridge 2017 Proxy Statement 57
Executive Compensation
| (6) | 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. |
| (7) | Represents at-hire stock options granted on August 11, 2014. This grant terminates 10 years from the date of grant, and vested in full on the grant date. |
| (8) | Represents at-hire stock options granted on May 12, 2010. This grant terminates 10 years from the date of grant, and |
| (9) | Represents stock options granted on February 10, 2011. This grant terminates 10 years from the date of grant, and vests 20% per year over five years, starting on the first anniversary of the date of grant. |
| (10) | 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. |
| (11) | Represents |
| (12) |
| Represents performance-based RSUs awarded on October 1, |
| (13) | Represents performance-based RSUs awarded on October 1, 2016. This RSU award will vest and convert to Broadridge shares on April 1, |
58 Broadridge 2017 Proxy Statement
Executive Compensation
OPTION EXERCISES AND STOCK VESTED TABLEOption Exercises and Stock Vested Table
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 2015,2017, 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 (#) | Value Realized on Vesting | ||||||||||||
Richard J. Daly | 714,599 | $ | 19,669,091 | 83,001 | $ | 4,556,755 | ||||||||||
James M. Young | 0 | $ | 0 | 4,878 | $ | 267,802 | ||||||||||
Christopher J. Perry | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
Timothy C. Gokey | 0 | $ | 0 | 29,880 | $ | 1,640,412 | ||||||||||
Robert Schifellite | 49,138 | $ | 1,667,314 | 23,239 | $ | 1,275,821 | ||||||||||
Stock Options(1) | Stock Awards and Restricted Stock(2) | |||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||
Richard J. Daly | 591,488 | $ | 26,933,083 | 49,999 | $ | 3,397,432 | ||||||
James M. Young | — | — | 18,877 | $ | 1,282,692 | |||||||
Timothy C. Gokey | 200,000 | $ | 9,383,523 | 17,332 | $ | 1,177,709 | ||||||
Christopher J. Perry | 183,223 | $ | 4,534,385 | 23,758 | $ | 1,614,356 | ||||||
Robert Schifellite | 257,375 | $ | 13,087,453 | 10,466 | $ | 711,165 | ||||||
| (1) | The shares |
| (2) |
PENSION BENEFITS TABLEPension Benefits Table
The following table sets forth for each Named Executive Officer certain information with respect to the Broadridge SORP which provides for pension benefits in connection with retirement. Mr. Young and Mr. Perry are not eligible to participate in this plan.
| Name | Number of Years of Credited Service (1) (#) | Present Value of Accumulated Benefit (2) ($) | Payments During Last Fiscal Year($) | |||||||
Richard J. Daly | 21.0 | $ | 7,257,924 | — | ||||||
James M. Young | — | — | — | |||||||
Christopher J. Perry | — | — | — | |||||||
Timothy C. Gokey | 4.0 | $ | 784,241 | — | ||||||
Robert Schifellite | 14.0 | $ | 2,267,722 | — | ||||||
Name | Number of Years of Credited Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | ||||||
Richard J. Daly | 23.0 | $ | 10,752,338 | — | |||||
James M. Young | — | — | — | ||||||
Timothy C. Gokey | 6.0 | $ | 1,768,495 | — | |||||
Christopher J. Perry | — | — | — | ||||||
Robert Schifellite | 16.0 | $ | 3,825,531 | — | |||||
| (1) | Broadridge SORP-credited service is defined as complete calendar years. Years of service recognized under the Broadridge SORP for Mr. Daly and Mr. Schifellite include credit for their years of service under ADP’s 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) | Service credit and actuarial values are calculated as of June 30, |
Broadridge 2017 Proxy Statement 59
Executive Compensation
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 Broadridge SORP provides for a lifetime annuity retirement benefit payable annually equal to the product of: (a) a participant’s final five-year average compensation; (b) years of service to the Company while a participant in the SORP; (c) a multiplier which equals 2% for every year of credited service up to 20 years, plus an additional 1% for every year of service in excess of 20 years; and (d) the applicable vesting percentage. The vesting schedule for the Broadridge SORP is as follows:
Credited Service | Vesting Percentage | ||
0-4 | 0% | ||
5 | 50% | ||
6 | 60% | ||
7 | 70% | ||
8 | 80% | ||
9 | 90% | ||
10 | 100% | ||
Compensation covered under the Broadridge SORP includes base salary and annual cash incentive award (paid or deferred) and is not subject to the limitations under the Code. Equity compensation is not included in the calculation of the SORP benefit. Payments are also available in other forms of actuarial equivalent annuities.
Reduced benefits are available after age 60 using an early retirement reduction of 5% 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 Broadridge 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 0%.
Mr. Daly and Mr. Schifellite are also credited with the service they accrued under the ADP SORP as of the date Broadridge became an independent company orfrom ADP, 13 and 6 years, respectively. While the net effect of this increases the accrued benefit they receive under the Broadridge SORP, the benefits are offset by the amount of their vested, accrued benefits payable under the ADP SORP. The amounts of the offset will continue to be the obligations of ADP and are as follows: $223,770 for Mr. Daly and $25,916 for Mr. Schifellite.
NON-QUALIFIED DEFERRED COMPENSATIONNon-Qualified Deferred Compensation
The ERSP was adopted by the Committee and became effective in fiscal year 2015. The first Company contributions under the ERSP will take place in fiscal year 2016 for eligible participants. The following table presents contribution, earnings and balance information under the ERSP for our Named Executive Officers for fiscal year 2015:2017:
| Name | Executive Contributions in Last FY ($) (1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | |||||||||||||||
Richard J. Daly | — | — | — | — | — | |||||||||||||||
James M. Young | $ | 12,875 | — | — | — | — | ||||||||||||||
Christopher J. Perry | $ | 27,500 | — | — | — | — | ||||||||||||||
Timothy C. Gokey | — | — | — | — | — | |||||||||||||||
Robert Schifellite | — | — | — | — | — | |||||||||||||||
Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(2) | ||||||||||
Richard J. Daly | — | — | — | — | — | ||||||||||
James M. Young | $ | 79,957 | $ | 73,424 | $ | 37,952 | — | $ | 363,568 | ||||||
Timothy C. Gokey | — | — | — | — | — | ||||||||||
Christopher J. Perry | $ | 221,647 | $ | 112,167 | $ | 70,267 | — | $ | 683,115 | ||||||
Robert Schifellite | — | — | — | — | — | ||||||||||
| (1) | Represents deferral of fiscal year |
| (2) | Balance as of June 30, 2017. |
60 Broadridge 2017 Proxy Statement
Executive Compensation
The ERSP is a defined contribution restoration plan that mirrors the Company’s qualified 401(k) Plan. The purpose of the ERSP is to provide specified deferred compensation benefits to a select group of U.S.-based management or highly compensated employees. The ERSP allows for voluntary participant deferrals of up to 50% of base salary and/or up to 100% of cash incentive compensation 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.
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. Young and Mr. Perry). Eligible employees must be employed on December 31st31st to receive the employer contributions for that plan year.
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. 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 least six months after the termination date.
Broadridge 2017 Proxy Statement 61
Executive Compensation
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROLPotential 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 a Change in Control Severance Plan and an Officer Severance Plan under which the Named Executive Officers may be eligible for severance payments upon termination of their employment.
The following tables and footnotes quantify the treatment of compensation and value of benefits that each 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 under the SORP and the Executive Retiree Health Insurance Plan upon retirement on June 30, 2015,2017, which amounts would be payable on termination of employment for any reason. Compensation amounts deferred under the ERSP have been earned and therefore are retained by the Named Executive Officers upon termination for any reason. Amounts deferred under the ERSP are not included in the following tables because they are reported in the Non-Qualified Deferred Compensation Table on page 6360 of this Proxy Statement. Mr. Young and Mr. Perry are eligible to participate in the ERSP, but as of June 30, 2015, the Company had not made contributions under the ERSP.
Change in Control Severance Plan and Enhancement Agreements
The Company maintains an executive severance plan for the payment of certain benefits to executive officers, including our Named Executive Officers, upon termination of employment from Broadridge following a change in control.
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 control (as defined below):
The CIC Plan provides for the following severance benefits upon a termination of employment without cause or for good reason if the termination occurs between the second and third anniversary of a change in control:
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.
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.
62 Broadridge 2017 Proxy Statement
Executive Compensation
For purposes of the CIC Plan, a “change in control” generally means: (A) 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.
For purposes of the CIC Plan, “cause” generally means:means the occurrence of any of the following events after a change in control 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, “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 provides written notice thereof: (A) material diminution in the value and importance of a participant’s position, duties, responsibilities or authority; (B) a reduction in a participant’s aggregate compensation or benefits; or (C) a failure of any successor or assign of the Company to assume in writing the obligations under the CIC Plan.
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.
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, 20152017 without “cause” or by the executive for “good reason” within two years following a change in control and during the third year after the 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 | ||||
Richard J. Daly | ||||||
Cash(1) | $ | 5,150,265 | $ | 4,313,324 | ||
Accelerated Vesting of Equity Awards(2) | $ | 15,034,047 | $ | 13,368,881 | ||
SORP(3) | $ | 10,883,235 | $ | 10,883,235 | ||
Health Coverage(4) | $ | 49,000 | $ | 49,000 | ||
Total | $ | 31,116,547 | $ | 28,614,440 | ||
James M. Young | ||||||
Cash(1) | $ | 1,599,325 | $ | 1,364,564 | ||
Accelerated Vesting of Equity Awards(2) | $ | 3,382,745 | $ | 1,589,147 | ||
Total | $ | 4,982,069 | $ | 2,953,693 | ||
Timothy C. Gokey | ||||||
Cash(1) | $ | 2,261,690 | $ | 1,869,817 | ||
Accelerated Vesting of Equity Awards(2) | $ | 5,128,675 | $ | 2,680,928 | ||
SORP(3) | $ | 1,074,459 | $ | 1,074,459 | ||
Total | $ | 8,464,824 | $ | 5,625,204 | ||
Christopher J. Perry | ||||||
Cash(1) | $ | 2,198,578 | $ | 2,005,632 | ||
Accelerated Vesting of Equity Awards(2) | $ | 4,511,860 | $ | 2,211,163 | ||
Total | $ | 6,710,438 | $ | 4,216,794 | ||
Robert Schifellite | ||||||
Cash(1) | $ | 1,857,321 | $ | 1,613,452 | ||
Accelerated Vesting of Equity Awards(2) | $ | 3,041,605 | $ | 1,635,867 | ||
SORP(3) | $ | 3,877,042 | $ | 3,877,042 | ||
Health Coverage(4) | $ | 171,000 | $ | 171,000 | ||
Total | $ | 8,946,968 | $ | 7,297,361 | ||
| Name / Form of Compensation | Within 2 Years after a Change in Control | Between 2 and 3 Years after a Change in Control | ||||||
Richard J. Daly | ||||||||
Cash (1) | $ | 4,769,381 | $ | 4,002,036 | ||||
Accelerated Vesting of Equity Awards (2) | $ | 12,270,232 | $ | 11,133,654 | ||||
SORP (3) | $ | 7,653,205 | $ | 7,653,205 | ||||
Health Coverage (4) | $ | 82,000 | $ | 82,000 | ||||
Total | $ | 24,774,818 | $ | 22,870,895 | ||||
James M. Young | ||||||||
Cash (1) | $ | 1,210,250 | $ | 1,210,250 | ||||
Accelerated Vesting of Equity Awards (2) | $ | 1,124,375 | $ | 684,162 | ||||
Total | $ | 2,334,625 | $ | 1,894,412 | ||||
Christopher J. Perry | ||||||||
Cash (1) | $ | 1,466,667 | $ | 1,466,667 | ||||
Accelerated Vesting of Equity Awards (2) | $ | 1,987,397 | $ | 1,414,533 | ||||
Total | $ | 3,454,064 | $ | 2,881,200 | ||||
Timothy C. Gokey | ||||||||
Cash (1) | $ | 2,034,450 | $ | 1,641,300 | ||||
Accelerated Vesting of Equity Awards (2) | $ | 5,018,562 | $ | 3,424,781 | ||||
SORP (3) | — | — | ||||||
Total | $ | 7,053,012 | $ | 5,066,081 | ||||
Robert Schifellite | ||||||||
Cash (1) | $ | 1,701,928 | $ | 1,384,619 | ||||
Accelerated Vesting of Equity Awards (2) | $ | 3,064,651 | $ | 1,949,724 | ||||
SORP (3) | $ | 2,411,466 | $ | 2,411,466 | ||||
Health Coverage (4) | $ | 181,000 | $ | 181,000 | ||||
Total | $ | 7,359,045 | $ | 5,926,809 | ||||
Broadridge 2017 Proxy Statement 63
Executive Compensation
| (1) | Represents “current total annual compensation” as detailed above. |
| (2) | Represents the aggregate value of all unvested stock options and performance-based RSUs vesting upon termination under the CIC Plan as detailed above, based on the June 30, |
| (3) | Mr. Daly |
| (4) | Based on age and service, Mr. Daly and Mr. Schifellite are eligible for executive retiree medical benefits under the Executive Retiree Health Insurance Plan upon termination of employment with the Company until they reach age 65. Actuarial values are calculated as of June 30, |
In the event of a termination without “cause” (as defined below) that is not within three years after a change in control, 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:
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.
64 Broadridge 2017 Proxy Statement
Executive Compensation
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, 20152017 without “cause.”
| Name / Form of Compensation | Involuntary Termination without Cause | |||
Richard J. Daly | ||||
Cash (1) | $ | 3,102,500 | ||
Accelerated Vesting of Equity Awards (2) | $ | 11,133,654 | ||
SORP (3) | $ | 7,653,205 | ||
Health Coverage (4) | $ | 82,000 | ||
Total | $ | 21,971,359 | ||
James M. Young | ||||
Cash (1) | $ | 1,210,250 | ||
Accelerated Vesting of Equity Awards (2) | $ | 684,162 | ||
Total | $ | 1,894,412 | ||
Christopher J. Perry | ||||
Cash (1) | $ | 1,466,667 | ||
Accelerated Vesting of Equity Awards (2) | $ | 1,414,533 | ||
Total | $ | 2,881,200 | ||
Timothy C. Gokey | ||||
Cash (1) | $ | 1,596,000 | ||
Accelerated Vesting of Equity Awards (2) | $ | 3,424,781 | ||
SORP (3) | — | |||
Total | $ | 5,020,781 | ||
Robert Schifellite | ||||
Cash (1) | $ | 1,300,000 | ||
Accelerated Vesting of Equity Awards (2) | $ | 1,949,724 | ||
SORP (3) | $ | 2,411,466 | ||
Health Coverage (4) | $ | 181,000 | ||
Total | $ | 5,842,190 | ||
Name / Form of Compensation | Involuntary Termination without Cause | ||
Richard J. Daly | |||
Cash(1) | $ | 3,547,617 | |
Continued Vesting of Equity Awards(2) | $ | 13,368,881 | |
SORP(3) | $ | 10,883,235 | |
Health Coverage(4) | $ | 49,000 | |
Total | $ | 27,848,734 | |
James M. Young | |||
Cash(1) | $ | 1,364,546 | |
Continued Vesting of Equity Awards(2) | $ | 1,589,147 | |
Total | $ | 2,953,693 | |
Timothy C. Gokey | |||
Cash(1) | $ | 1,869,817 | |
Continued Vesting of Equity Awards(2) | $ | 2,680,928 | |
SORP(3) | $ | 1,074,459 | |
Total | $ | 5,625,204 | |
Christopher J. Perry | |||
Cash(1) | $ | 2,005,632 | |
Continued Vesting of Equity Awards(2) | $ | 2,211,163 | |
Total | $ | 4,216,794 | |
Robert Schifellite | |||
Cash(1) | $ | 1,613,452 | |
Continued Vesting of Equity Awards(2) | $ | 1,635,867 | |
SORP(3) | $ | 3,877,042 | |
Health Coverage(4) | $ | 171,000 | |
Total | $ | 7,297,361 | |
| (1) | Represents base salary continuation for 24 months for Mr. Daly or 18 months for other Named Executive Officers, and annual cash incentive award |
| (2) | Represents the aggregate value of all unvested stock options and performance-based RSUs assuming performance at target |
| (3) | Mr. Daly |
| (4) | Based on age and service, Mr. Daly and Mr. Schifellite are eligible for executive retiree medical benefits under the Executive Retiree Health Insurance Plan upon termination of employment with the Company until they reach age 65. Actuarial values are calculated as of June 30, |
Broadridge 2017 Proxy Statement 65
Executive Compensation
Payments Uponupon 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, 2015.2017.
| Name / Form of Compensation | Death | Disability | Voluntary Termination or Involuntary Termination with Cause | Retirement | ||||||||||||
| Richard J. Daly | ||||||||||||||||
Accelerated Vesting of Equity Awards (1) | $ | 12,270,232 | $ | 12,270,232 | — | $ | 11,133,654 | |||||||||
SORP (2) | $ | 3,963,591 | $ | 9,017,568 | $ | 7,653,205 | $ | 7,653,205 | ||||||||
Health Coverage (3) | — | $ | 82,000 | $ | 82,000 | $ | 82,000 | |||||||||
Total | $ | 16,233,823 | $ | 21,369,800 | $ | 7,735,205 | $ | 18,868,859 | ||||||||
| James M. Young | ||||||||||||||||
Accelerated Vesting of Equity Awards (1) | $ | 1,124,375 | $ | 1,124,375 | — | — | ||||||||||
Total | $ | 1,124,375 | $ | 1,124,375 | — | — | ||||||||||
| Christopher J. Perry | ||||||||||||||||
Accelerated Vesting of Equity Awards (1) | $ | 1,987,397 | $ | 1,987,397 | — | — | ||||||||||
Total | $ | 1,987,397 | $ | 1,987,397 | — | — | ||||||||||
| Timothy C. Gokey | ||||||||||||||||
Accelerated Vesting of Equity Awards (1) | $ | 5,018,562 | $ | 5,018,562 | — | — | ||||||||||
SORP (2) | — | $ | 1,630,178 | — | — | |||||||||||
Total | $ | 5,018,562 | $ | 6,648,740 | — | — | ||||||||||
| Robert Schifellite | ||||||||||||||||
Accelerated Vesting of Equity Awards (1) | $ | 3,064,651 | $ | 3,064,651 | — | — | ||||||||||
SORP (2) | $ | 1,250,495 | $ | 3,962,557 | $ | 2,411,466 | $ | 2,411,466 | ||||||||
Health Coverage (3) | — | $ | 181,000 | $ | 181,000 | $ | 181,000 | |||||||||
Total | $ | 4,315,146 | $ | 7,208,208 | $ | 2,592,466 | $ | 2,592,466 | ||||||||
Name / Form of Compensation | Death | Disability | Voluntary Termination or Involuntary Termination with Cause | Retirement | ||||||||
Richard J. Daly | ||||||||||||
Vesting of Equity Awards(1) | $ | 15,034,047 | $ | 15,034,047 | — | $ | 13,368,881 | |||||
SORP(2) | $ | 5,441,617 | $ | 11,506,503 | $ | 10,883,235 | $ | 10,883,235 | ||||
Health Coverage(3) | — | $ | 49,000 | $ | 49,000 | $ | 49,000 | |||||
Total | $ | 20,475,664 | $ | 26,589,550 | $ | 10,932,235 | $ | 24,301,116 | ||||
James M. Young | ||||||||||||
Vesting of Equity Awards(1) | $ | 3,382,745 | $ | 3,382,745 | — | — | ||||||
Total | $ | 3,382,745 | $ | 3,382,745 | — | — | ||||||
Timothy C. Gokey | ||||||||||||
Vesting of Equity Awards(1) | $ | 5,128,675 | $ | 5,128,675 | — | — | ||||||
SORP(2) | $ | 537,230 | $ | 2,999,714 | $ | 1,074,459 | $ | 1,074,459 | ||||
Total | $ | 5,665,905 | $ | 8,128,389 | $ | 1,074,459 | $ | 1,074,459 | ||||
Christopher J. Perry | ||||||||||||
Vesting of Equity Awards(1) | $ | 4,511,860 | $ | 4,511,860 | — | — | ||||||
Total | $ | 4,511,860 | $ | 4,511,860 | — | — | ||||||
Robert Schifellite | ||||||||||||
Vesting of Equity Awards(1) | $ | 3,041,605 | $ | 3,041,605 | — | — | ||||||
SORP(2) | $ | 1,938,521 | $ | 5,552,656 | $ | 3,877,042 | $ | 3,877,042 | ||||
Health Coverage(3) | — | $ | 171,000 | $ | 171,000 | $ | 171,000 | |||||
Total | $ | 4,980,126 | $ | 8,765,261 | $ | 4,048,042 | $ | 4,048,042 | ||||
| (1) | Represents the aggregate value of all unvested stock options and performance-based RSUs with accelerated vesting upon termination based on the June 30, |
| (2) | Mr. Daly and Mr. Schifellite are 100% vested in their SORP benefits and Mr. Gokey is 60% vested in his SORP benefits. Based on |
| as the participant and is expected to commence receiving benefits at age 60. |
| (3) | Based on age and service, Mr. Daly and Mr. Schifellite are eligible for executive retiree medical benefits under the Executive Retiree Health Insurance Plan upon termination of employment due to disability, voluntary termination or retirement from the Company until they reach age 65. Actuarial values are calculated as of June 30, |
66 Broadridge 2017 Proxy Statement
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:
| • | 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 Standards No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”) |
| • | an established charter outlining the practices it follows. The Audit Committee’s charter is available on the Company’s Investor Relations website at |
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, 2015,2017, be included in the 20152017 Form 10-K.
Audit Committee of the Board of Directors
Richard J. Haviland,Chair
Robert N. Duelks
Brett A. Keller
Stuart R. Levine
Maura A. Markus
Thomas J. Perna
Alan J. Weber
Broadridge 2017 Proxy Statement 67
| TABLE OF CONTENTS |
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, 2016.2018. In taking this action,determining whether to reappoint Deloitte & Touche LLP as the independent registered public accountant for the upcoming fiscal year, the Audit Committee considered carefully several factors including:
The Audit Committee also confirms thatcompliance with the partner rotation rules applicable to independent registered public accountants. The current lead audit partner orcompleted her rotation with the lead audit partner responsible for reviewingfiling of the auditForm 10-K for the Company’s independent registered public accountants has not performedfiscal year ended June 30, 2017. The new lead audit services for the Company for more than five consecutive fiscal years. The current lead partner was designated in 2014.2017 to commence with the audit of the Company’s consolidated financial statements for the fiscal year ending June 30, 2018.
FEES FOR SERVICES PROVIDED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTANTSFees 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 the foregoingthese 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 year ended June 30, 2015.2017.
| Years ended June 30, | ||||||||
| 2015 | 2014 | |||||||
| ($ in millions) | ||||||||
Audit Fees (1) | $ | 4.6 | $ | 4.3 | ||||
Audit-Related Fees (2) | 3.2 | 3.2 | ||||||
Tax Fees (3) | 0.2 | 0.6 | ||||||
All Other Fees (4) | — | 0.2 | ||||||
|
|
|
| |||||
Total Fees | $ | 8.0 | $ | 8.3 | ||||
|
|
|
| |||||
Years ended June 30, | ||||||
2017 | 2016 | |||||
Type of Fees | ($ in thousands) | |||||
Audit Fees(1) | $ | 4,474 | $ | 4,534 | ||
Audit-Related Fees(2) | 3,286 | 2,994 | ||||
Tax Fees(3) | 251 | 459 | ||||
All Other Fees(4) | — | — | ||||
Total Fees | $ | 8,011 | $ | 7,987 | ||
| (1) | Audit Fees include professional services and expenses with respect to the audit of the Company’s Consolidated Financial Statements included in the |
| (2) | Audit-Related Fees include professional services with respect to reports on controls placed in operation and tests of operating effectiveness for 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 a review and/or preparation of various income tax return filings and consulting services with respect to U.S. federal and state tax planning projects as well as intercompany cross border transactions relating to the Company’s operations conducted outside of the U.S. |
| (4) | All Other Fees include any fees not included in the Audit, Audit-Related, or Tax Fees categories. |
68 Broadridge 2017 Proxy Statement
Proposal 4 — 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.stockholders, and we are asking our stockholders to ratify the selection of Deloitte and Touche LLP as our independent registered public accountant for the fiscal year ended 2018. Stockholder ratification
is not required by the Company’s By-laws or otherwise, but as a matter of good corporate governance practices, the Board has decided to ascertain the position of the stockholders on the appointment at the Annual Meeting. If the 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 at the 20152017 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.
Required Vote
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 20152017 Annual Meeting, in person or by proxy, and entitled to vote;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.
RECOMMENDATIONRecommendation 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, 2018
Broadridge 2017 Proxy Statement 69
TABLE OF THE BOARD OF DIRECTORSCONTENTS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THESubmission of Stockholder Proposals and Director Nominations
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, 2016
STOCKHOLDER PROPOSALS FOR THE 2016 ANNUAL
MEETING OF STOCKHOLDERS
Proposals to be Included in 20162018 Proxy Statement
Any stockholder who desires to have a proposal considered for presentation at the 20162018 annual meeting of stockholders, and included in the proxy statement and form of proxy used in connection with our 20162018 annual meeting, must submit the proposal in writing to our Secretary so that it is received no later than June 4, 2016.2018. The proposal must also comply with the requirements of Rule 14a-8 under the Exchange Act.
Proxy Access Nominations to be Included in 20162018 Proxy Statement
Any stockholder (or group of up to 2050 stockholders) meeting the Company’s continuous ownership requirements of three percent (3%) or more of our common stock for at least three years who wishes to nominate a candidate or candidates for election in connection with our 20162018 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 15, 201619, 2018 and no later than July 15, 2016.19, 2018.
However, if we do not hold our 20162018 annual meeting between October 13, 201617, 2018 and December 12, 2016,16, 2018, or if we do not hold our 20152017 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 20162018 annual meeting, or (ii) no later than 10 days after the date we provide notice of the 20162018 meeting to stockholders by mail or announce it publicly.
Nominations or Proposals Not Included in 20162018 Proxy Statement
If a stockholder seeks to nominate a candidate for election or to propose business for consideration at our 20162018 annual meeting but not have it included in our proxy statement for the 20162018 annual meeting, we must receive notice of the proposal or director nomination no earlier than June 15, 201619, 2018 and no later than July 15, 2016.19, 2018.
However, if we do not hold our 20162018 annual meeting between October 13, 201617, 2018 and December 12, 2016,16, 2018, or if we do not hold our 20152017 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 20162018 annual meeting, or (ii) no later than 10 days after the date we provide notice of the 20162018 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 and does not satisfy the additional notice requirements, the notice will be considered untimely and will not be acted upon at our 20162018 annual meeting.
Proxies solicited by the Board of Directors for the 20162018 annual meeting of stockholders 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, 5 Dakota Drive, Lake Success, New York 11042.
BROADRIDGE FINANCIAL SOLUTIONS, INC.70
C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.
P.O. BOX 1342
BRENTWOOD, NY 11717Broadridge 2017 Proxy Statement
VOTE BY INTERNET THROUGH COMPUTER OR MOBILE DEVICE BEFORE THE MEETING DATE -www.proxyvote.com or scanAbout the QR code aboveAnnual Meeting and These Proxy Materials
What matters will be voted on at the Annual Meeting?
UseThe following matters will be voted on at the Annual Meeting:
Proposal 1 | Elect the directors nominated by our Board of Directors and named in this Proxy Statement | Page 7 |
Proposal 2 | Approve, on an advisory basis, the compensation of our Named Executive Officers (the Say on Pay Vote) | Page 29 |
Proposal 3 | Vote, on an advisory basis, on the frequency of holding the Say on Pay Vote (the Frequency Vote) | Page 31 |
Proposal 4 | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2018 | Page 68 |
To transact such other business as may properly come before the Annual 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 2017 Annual Meeting will take place on Thursday, November 16, 2017, at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting. You will be able to attend, vote, and submit questions during the Annual Meeting via the Internet by visiting broadridge.onlineshareholdermeeting.com.
Who may vote at the Annual Meeting?
Holders of our common stock at the close of business on September 21, 2017 (the “Record Date”) may vote at the Annual Meeting. We refer to transmitthe 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, and electronically during the Annual Meeting at broadridge.onlineshareholdermeeting.com when you enter the control number we have provided to you.
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 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 upyour broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker 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 titled What if I submit a proxy, but do not specify how my shares are to be voted? for additional information.
Broadridge 2017 Proxy Statement 71
About the Annual Meeting and These Proxy Materials
What do I need to do to attend the Annual Meeting on the Internet?
Broadridge will be hosting the 2017 Annual Meeting via the Internet. A summary of the information you need to attend the Annual Meeting online is provided below:
| • | Any stockholder can attend the 2017 Annual Meeting via the Internet at broadridge.onlineshareholdermeeting.com |
| • | Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at broadridge.onlineshareholdermeeting.com |
If I am unable to attend the Annual Meeting on the Internet, can I listen to the Annual Meeting by telephone?
Yes. Stockholders unable to access the Annual Meeting on the Internet will be able to call 1-877-328-2502 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 via the Internet.
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 via the Internet (“Notice and Access”). On or about October 2, 2017, 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 contains instructions on how to access an electronic copy of our proxy materials, including this Proxy Statement and our 2017 annual report to stockholders (the “Annual Report”). The Notice 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.
Can I vote my shares by filling out and returning the Notice regarding the Internet Availability of Proxy Materials?
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 and returning it. The Notice provides instructions on how to cast your vote. For additional information, please see the section titled How do I vote my shares and what are the voting deadlines?
Why didn’t I receive a Notice 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.
72 Broadridge 2017 Proxy Statement
About the Annual Meeting and These Proxy Materials
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 Broadridge 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 Before the Meeting Date: Go to www.proxyvote.com and vote until 11:59 p.m. Eastern Time on November 15, 2017. Have your proxy card in hand when you access the website and follow the instructions on the website. |
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date.on November 15, 2017. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark,
VOTE BY INTERNET DURING THE MEETING -
broadridge.onlineshareholdermeeting.com
provided.
| • | By Internet During the Annual Meeting: You may attend the Annual Meeting on Thursday, November 16, 2017, at 10:00 a.m. Eastern Time via the Internet at broadridge.onlineshareholdermeeting.com and 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 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 or other nominee holding your shares. You should follow the instructions in the Notice or the voting instructions provided by your broker or nominee in order to instruct your broker 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 12, 2015,16, 2017, at 10:00 A.M.a.m. Eastern Time via the Internet atbroadridge.onlineshareholdermeeting.comand vote during the Meeting using the Control Number.Annual Meeting.
VOTE CONFIRMATIONCan I revoke or change my vote after I submit my proxy?
YouStockholders of Record. If you are a stockholder of record, you may confirm thatrevoke your instructions were received and included invote at any time before the final tabulation to be issuedvote at the Annual Meeting on Thursday, November 12, 2015,by:
| • | Submitting a later-dated vote by telephone or the Internet at www.proxyvote.com, since only your latest telephone or Internet vote received by 11:59 p.m. Eastern Time on November 15, 2017 will be counted; |
| • | Attending the Annual Meeting via the Internet at broadridge.onlineshareholdermeeting.com and vote again. |
Beneficial Owners. If you are a beneficial owner of your shares, you must contact the broker or other nominee holding your shares and follow its instructions for changing your vote. Alternatively, you may attend the Annual Meeting via the ProxyVote Confirmation linkInternet atwww.proxyvote.combroadridge.onlineshareholdermeeting.com 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 enteringtelephone or mail, or via the information that is printed inInternet before or during the box marked byAnnual Meeting, your shares will not be voted at the arrowAnnual Meeting.
Broadridge 2017 Proxy Statement 73
About the Annual Meeting and followingThese Proxy Materials
Beneficial Owners. If you are the beneficial owner of your shares and you do not instruct your broker or other nominee how to vote your shares, your broker 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 or nominee does not have discretion to vote your shares on non-routine matters such as Proposals 1, 2 and 3. However, your broker or nominee does have discretion to vote your shares on routine matters such as Proposal 4.
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 website.card, your shares will be voted:
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 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 4, but do not have discretion to vote on non-routine matters such as Proposals 1, 2 and 3. Therefore, if you do not provide voting instructions to your broker or nominee, your broker or nominee may only vote your shares on Proposal 4 and any other routine matters properly presented for a vote at the Annual Meeting.
What is the effect of a broker non-vote?
Brokers 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 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.
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. On September 21, 2017, there were 116,543,814 shares of common stock outstanding and entitled to vote (excluding 37,917,313 treasury shares not entitled to vote).
Your shares will be counted towards the quorum if you vote by mail, by telephone, or via 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 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
74 Broadridge 2017 Proxy Statement
About the Annual Meeting and These Proxy Materials
beginning October 29, 2015,on November 2, 2017, with the final vote tabulation available through January 13, 2016.
17, 2018. You may confirm your vote whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log onto www.proxyvote.com using the control number we have provided to you and receive confirmation on how your vote was cast.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
| ||||
BROADRIDGE FINANCIAL SOLUTIONS, INC.Beneficial Owners. If you hold your shares through a bank or brokerage account, the ability to confirm your vote may be affected by the rules of your bank or broker and the confirmation will not confirm whether your bank or broker allocated the correct number of shares to you.
|
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||||
| ||||||||||
|
October 2, 2015To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Broadridge stock but sharing the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain stockholders of record who 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.
Dear Stockholder:
YouIf you are cordially inviteda stockholder of record and would like to attendhave separate copies of the 2015 Annual MeetingNotice of StockholdersInternet 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. Our 2015, Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or call Broadridge at 1-800-542-1061, 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 or broker.
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 2017 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.
What happens if the Annual Meeting is adjourned or postponed?
Your proxy will still be effective and will be held on Thursday, November 12, 2015,voted at 10:00 A.M. Eastern Time.the rescheduled or adjourned Annual Meeting. You will still be able to attend the 2015 Annual Meeting, vote and submit your questions during the meeting via the Internet by visitingbroadridge.onlineshareholdermeeting.com.
It is important that your shares are voted. Please specify your choices by marking the appropriate boxes on the proxy form on the reverse side, and date, sign and returnchange or revoke your proxy form inuntil the enclosed, postage-paid return envelope as promptly as possible. Alternatively, you may voterescheduled 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 of the Company. The expense of preparing, printing and providing this proxy solicitation will be borne by the Internet orCompany. The Company may retain D.F. King & Co. 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 as described onand personal interview. Such individuals will not receive additional compensation from the reverse side. If you date, sign and return your proxy form without specifying your choices, your shares willCompany for solicitation of proxies, but may be votedreimbursed by the Company for reasonable out-of-pocket expenses in connection with such solicitation. In accordance with the recommendationregulations of the Company’s BoardSEC, 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 Directors.common stock.
We will discuss the businessCopies of the Company duringproxy materials will be supplied to brokers and other nominees for the meeting. I welcome your comments and suggestionspurpose of soliciting proxies from beneficial owners, and we will provide time duringreimburse such brokers or other nominees for their reasonable expenses.
How can I find the meeting for questions submitted by stockholders via the Internet. I am very much looking forward to our 2015 Annual Meetingresults of Stockholders.
|
|
|
|
Important Notice Regarding the Availability of Proxy Materials for the Annual MeetingMeeting?
The NoticePreliminary results will be announced at the Annual Meeting. Final results will be published in a current 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 2017 Proxy Statement and 2015 Annual Report are available atwww.proxyvote.com75.
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —TABLE OF CONTENTS
M96833-P69524
|
