Proposal
1 — Election of Directors
Upon the
recommendation of the Governance and Nominating Committee, our Board has nominated the 10 directors identified on the following pages for election at the 2019 Annual Meeting. Each nominee has consented to be nominated and, if elected, to serve on
the Board until the next annual meeting of stockholders and until their successors are elected and qualified or until their death, resignation, retirement or removal.
All of the
nominees are currently Broadridge directors who were elected by stockholders at the 2018 Annual Meeting, except for Timothy C. Gokey, who was elected to the Board effective January 2, 2019, and Amit K. Zavery, who was elected to the Board effective
June 21, 2019. Stuart R. Levine has reached the age of 72 and, pursuant to our Corporate Governance Principles, will not stand for re-election and will retire from the Board effective as of the 2019 Annual Meeting. Our Board thanks Mr. Levine for
his many years of exemplary service.
Directors are
elected annually by a majority of the votes cast at the annual meetings of stockholders. In an uncontested election, any incumbent director who fails to receive a majority of the votes cast is required to promptly submit an offer to resign from the
Board. The Governance and Nominating Committee will recommend to the Board whether to accept or reject the director’s offer to resign. The Board will act on the offer to resign within 90 days from the date of the certification of election results.
Nominee
Qualifications
Under the
Company’s Corporate Governance Principles, a majority of the Board must be comprised of directors who are independent based on the applicable rules of the NYSE and the SEC. 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 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,
2019, the Board reviewed each director’s relationship with us and affirmatively determined that all of the directors, other than Mr. Gokey and Mr. Daly, are independent under the NYSE Listing Standards. Mr. Gokey and Mr. Daly were determined to not
be independent due to their positions as our President and CEO, and our Executive Chairman, respectively.
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
global financial technology leader and part of the S&P 500, providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers and corporate issuers. With over 50 years of experience, including
over 10 years as an independent public company, we provide financial services firms with advanced, dependable, scalable and cost-effective integrated solutions and an important infrastructure that powers the financial services industry. We serve a
large and diverse client base across four client groups: banks/broker- dealers, asset management firms/mutual funds, corporate issuers and wealth management firms. Our clients in the financial services industry include 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. Our corporate
issuer clients are typically publicly held companies. In addition to financial services firms, our Customer Communications business also serves companies in the healthcare, insurance, consumer finance, telecommunications, utilities, and other
service industries.
Our directors’
skills, expertise, background and experiences encompass the areas of banking and financial services, technology, 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, public company 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
director nominees for election at the 2019 Annual Meeting holds or has held senior executive positions in large, complex organizations, and many hold or have held the role of chief executive officer. This experience