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 of another entity that is a party to the transaction.
In fiscal year 2021, the Company did not engage in any related party transaction in which the amount involved
exceeded $120,000. In addition, the Code of Business Conduct prohibits Company personnel, including members of the Board, from exploiting their positions or relationships with Broadridge for personal gain. 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 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. Any amendments to the Code of Business Conduct, or any waivers of its requirements, will be disclosed on our Investor Relations website at broadridge-ir.com/governance/governance-documents.
Compensation Committee Interlocks and Insider
Participation
None of the directors who is currently or who was a member of our Compensation Committee during fiscal year
2021, is either currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or served during fiscal year 2021, as a member of the board of directors or compensation committee of any
entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.
We believe that regular communication with our stockholders is essential to our long-term success. Throughout
the year, our CEO, CFO and Head of Investor Relations regularly engage with our stockholders at industry and investment community conferences, investor road shows, and analyst meetings over video calls, in our offices, and in the offices of
current and potential institutional investors.
During fiscal year 2021, members of our management team held meetings with over 400 current and prospective
investors, including all of our top 10 active investors. Topics included, but were not limited to, understanding Broadridge’s business model, growth strategy, industry positioning, capital allocation model, capital returns plan, performance,
three-year performance relative to our investor day objectives, product and platform development, sales, company leadership, growth drivers, and ESG topics. We also hosted a virtual investor day in December 2020 to review our business strategy
and lay out a series of multi-year strategic and financial objectives. Our investor day was attended by over 1,100 participants.
Management regularly communicates with the full Board and Audit Committee regarding its communications with
our stockholders. Our Lead Independent Director is available to meet with our major stockholders, and in fiscal year 2021, he met with representatives of one of our large stockholders to discuss governance matters. 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 may contact our Investor Relations team by emailing broadridgeir@broadridge.com.
We believe it is in the best interests of the Company and its stockholders to engage constructively and
responsibly in the public policy and political process to advance and protect our long-term interests. Therefore, we participate in the development of public policy that addresses issues affecting our industry, business, products, clients,
associates and communities. We do so in various ways, including educational outreach to elected officials on key public policy issues related to the Company’s business, and facilitating voluntary political giving by eligible associates and
directors through the Broadridge Financial Solutions Political Action Committee (the “Broadridge PAC”). The Company’s political activities and related spending reflects the interests of the Company and its
stockholders, and not those of any individual director, officer or associate.