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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On November 8, 2018, Broadridge held its 2018 Annual Meeting of Stockholders. At the 2018 Annual Meeting, stockholders approved all of management’s proposals, which were:
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1.
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The election of nine directors for terms of one year and until their successors are elected and qualified;
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2.
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The advisory vote to approve the Company’s executive compensation (the Say on Pay Vote);
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3.
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The approval of the 2018 Omnibus Award Plan; and
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4.
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The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2019.
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Proposal No. 1
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To elect nine directors to hold office until the Annual Meeting of Stockholders in the year
2019 and until their respective successors are duly elected and qualified
FOR
AGAINST
ABSTAIN
Broker Non Votes
Leslie A. Brun
85,779,967
_4,342,195
_ 1,618,530
10,973,131
Pamela L. Carter
90,790,758
_ 842,471
107,463
10,973,131
Richard J. Daly
91,250,318
_ 387,283
103,091
10,973,131
Robert N. Duelks
89,739,571
_1,892,740
108,381
10,973,131
Brett A. Keller
91,148,850
_ 492,574
99,268
10,973,131
Stuart R. Levine
88,468,048
_3,172,254
100,390
10,973,131
Maura A. Markus
89,746,593
_1,888,162
105,937
10,973,131
Thomas J. Perna
90,645,303
_ 995,091
100,298
10,973,131
Alan J. Weber
88,391,359
_3,252,466
96,867
10,973,131
Proposal No. 2
- Advisory vote on the Company’s executive compensation (the Say on Pay Vote)
FOR
AGAINST
ABSTAIN
Broker Non Votes
86,958,755
_4,594,617
_ _187,320
10,973,131
Proposal No. 3
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Approval of the 2018 Omnibus Award Plan, which will replace the 2007 Omnibus Award Plan to provide that an additional 7,190,000 shares of our common stock, together with the number of shares that remain available under the 2007 Omnibus Award Plan, may be issued as equity-based compensation awards to our employees, directors and consultants
FOR
AGAINST
ABSTAIN
Broker Non Votes
83,339,107
_8,210,709
_ _190,876
10,973,131
Proposal No. 4
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To ratify the appointment of Deloitte & Touche LLP as the Company’s independent
registered public accountants for the fiscal year ending June 30, 2019
FOR
AGAINST
ABSTAIN
99,678,336
_ 2,913,958
___121,529
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Item 7.01.
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Regulation FD Disclosure.
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The Company is furnishing the transcript of the Company’s 2018 Annual Meeting of Stockholders held on November 8, 2018.
In certain circumstances, results in this transcript have been presented on an adjusted basis and are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company's reported results. The reconciliations of any Non-GAAP measures included in this transcript to their most directly comparable GAAP measures were included in the Company’s press release and Earnings Webcast & Conference Call Presentation dated November 6, 2018 for the first quarter ended September 30, 2018, which were included as Exhibits 99.1 and 99.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission, dated November 6, 2018, and are also available under the “Investor Relations” section of the Company’s website at www.broadridge-ir.com.
The information furnished pursuant to Items 7.01 and Exhibit 99.1 filed under Item 9.01 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.