UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 5, 2015
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BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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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)
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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))
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On May 5, 2015, the Board of Directors of Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) unanimously appointed Brett A. Keller as an independent member of the Board, effective immediately. Mr. Keller will serve as a member of the Audit Committee. Following the appointment, Broadridge’s Board consists of nine members, eight of whom are independent including the independent Chairman.
The Broadridge Board of Directors has determined that Mr. Keller is an independent director in accordance with the Board’s Corporate Governance Principles and the applicable rules of the New York Stock Exchange. There is no arrangement or understanding between Mr. Keller and any other person or persons pursuant to which Mr. Keller was appointed as director, and there are and have been no transactions, either since the beginning of the Company's last fiscal year or that are currently proposed, regarding Mr. Keller that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Keller is expected to receive compensation for his service on the Board that is consistent with the compensation received by the other independent directors of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 3, 2014.
The press release issued by the Company on May 5, 2015 announcing Mr. Keller’s appointment is attached hereto as Exhibit 99.1.
On May 5, 2015, the Company issued a press release announcing that its Board of Directors had declared a quarterly cash dividend of $0.27 per share. The dividend is payable on July 1, 2015, to stockholders of record at the close of business on June 17, 2015. A copy of the press release is attached hereto as Exhibit 99.2.
The information furnished pursuant to Item 9.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
Exhibits. The following exhibits are filed herewith:
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Exhibit No. | Description |
99.1 | Press Release of Broadridge Financial Solutions, Inc. announcing appointment of Brett A. Keller dated May 5, 2015. |
99.2 | Press Release of Broadridge Financial Solutions, Inc. announcing declaration of quarterly dividend dated May 5, 2015. |
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: May 5, 2015
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| BROADRIDGE FINANCIAL SOLUTIONS, INC. By: /s/Adam D. Amsterdam Name: Adam D. Amsterdam Title: Vice President, General Counsel and Secretary
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EXHIBIT 99.1
Broadridge Appoints Brett A. Keller to its Board of Directors
LAKE SUCCESS, N.Y., May 5, 2015 - Broadridge Financial Solutions, Inc. (NYSE:BR) is pleased to announce the appointment of Brett A. Keller as an independent member of its Board of Directors. Mr. Keller will serve as a member of the Audit Committee. Following the appointment, Broadridge’s Board consists of nine members, eight of whom are independent including the independent Chairman.
Mr. Keller is the Chief Marketing Officer of Priceline.com. He is responsible for Priceline.com’s global strategic branding and marketing initiatives, including all search engine marketing and affiliate channels, strategic data initiatives, email, social media, communications, merchandising, and advertising sales. Mr. Keller has been with Priceline.com since 1999. Prior to joining Priceline.com, Mr. Keller managed Cendant’s online travel businesses as a Director of Online Travel. Mr. Keller sits on the National Advisory Council for the Marriott School of Management at Brigham Young University. He holds an MBA from Cornell University’s Johnson Graduate School of Management and an undergraduate degree in Japanese from Brigham Young University.
“We are pleased to welcome Brett to the Broadridge Board of Directors,” said Leslie A. Brun, Chairman of the Board. “We believe Brett’s digital industry knowledge and his deep marketing and sales experience make him a great addition to the Broadridge Board.”
-end-
About Broadridge
Broadridge Financial Solutions, Inc. (NYSE:BR) is the leading provider of investor communications and technology-driven solutions for broker-dealers, banks, mutual funds and corporate issuers globally. Broadridge’s investor communications, securities processing and business process outsourcing solutions help clients reduce their capital investments in operations infrastructure, allowing them to increase their focus on core business activities. With over 50 years of experience, Broadridge’s infrastructure underpins proxy voting services for over 90% of public companies and mutual funds in North America, and processes more than $5 trillion in fixed income and equity trades per day. Broadridge employs approximately 6,700 full-time associates in 14 countries. For more information about Broadridge, please visit www.broadridge.com.
Contact Information
Investors:
Brian Shipman
Broadridge Financial Solutions, Inc.
(516) 472-5129
brian.shipman@broadridge.com
Media Contacts:
Sean Conway
Broadridge Financial Solutions, Inc.
212-981-1347
sean.k.conway@broadridge.com
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
BROADRIDGE DECLARES DIVIDEND
LAKE SUCCESS, N.Y., May 5, 2015 - Broadridge Financial Solutions, Inc. (NYSE:BR) announced today that its Board of Directors has declared a quarterly cash dividend of $0.27 per share. The dividend is payable on July 1, 2015, to stockholders of record at the close of business on June 17, 2015.
About Broadridge
Broadridge Financial Solutions, Inc. (NYSE:BR) is the leading provider of investor communications and technology-driven solutions for broker-dealers, banks, mutual funds and corporate issuers globally. Broadridge’s investor communications, securities processing and business process outsourcing solutions help clients reduce their capital investments in operations infrastructure, allowing them to increase their focus on core business activities. With over 50 years of experience, Broadridge’s infrastructure underpins proxy voting services for over 90% of public companies and mutual funds in North America, and processes more than $5 trillion in fixed income and equity trades per day. Broadridge employs approximately 6,700 full-time associates in 14 countries.
For more information about Broadridge, please visit www.broadridge.com.
Contact Information
Investor Relations:
BroadridgeIR@broadridge.com
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