UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2013
BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
| 001-33220 | 33-1151291 | |
(Commission file number) | (I.R.S. Employer Identification No.) |
1981 Marcus Avenue
Lake Success, New York 11042
(Address of principal executive offices)
Registrant’s telephone number, including area code: (516) 472-5400
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On April 30, 2013, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) issued a press release announcing that its Board of Directors declared a quarterly cash dividend of $0.18 per share payable on July 1, 2013 to stockholders of record on June 17, 2013.
The Company also announced in the press release that the Company’s Board of Directors has authorized a repurchase program of up to six million shares of the Company’s common stock. The share repurchases will be made in open market or privately negotiated transactions in compliance with applicable legal requirements and other factors.
In addition, the Company announced in the press release that it had repurchased approximately 5% of the shares of the Company’s outstanding common stock on a fully diluted basis in the first nine months of its 2013 fiscal year, including the repurchase of two million shares of common stock in its third quarter of fiscal year 2013.
A copy of the press release is being furnished as Exhibits 99.1 attached hereto and is incorporated herein by reference. The information furnished pursuant to Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits. The following exhibit is filed herewith:
Exhibit | Description | |
| 99.1 | Press release dated April 30, 2013. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 30, 2013
| BROADRIDGE FINANCIAL SOLUTIONS, INC. | ||||
| By: | /s/ Dan Sheldon | |||
| Name: | Dan Sheldon | |||
| Title: | Vice President, Chief Financial Officer | |||