Independent
Tenure on this board
0.2 yrs
10 nominees · 3 ballot items.
Shareholders will vote on the election of ten directors, an advisory vote approving named executive officer compensation, and ratification of Deloitte & Touche LLP as independent registered public accountants for fiscal year 2027.
Elect the ten nominees identified in the proxy statement to serve as directors until the 2027 Annual Meeting and until their successors are duly elected and qualified.
Approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Proposal 2 asks shareholders to approve, on an advisory and non-binding basis, the overall compensation paid to Broadridge’s named executive officers. The vote is required under Section 14A of the Exchange Act and is intended to provide shareholders with an opportunity to express their view of the company’s executive compensation policies and practices. The proposal does not seek approval of any individual pay element, award, or employment agreement. Management emphasizes that compensation is heavily weighted toward variable and performance-based incentives, with approximately 94% of the CEO’s target total direct compensation and approximately 84% of other NEOs’ average target compensation characterized as at risk. The program uses annual cash incentives tied to financial, client satisfaction, strategic, and leadership goals, together with long-term equity incentives linked to adjusted EPS and organic recurring revenue growth. Broadridge highlights fiscal 2026 performance of 8% recurring revenue growth in constant currency and 12% adjusted EPS growth, with NEO annual incentive payouts ranging from 102% to 110% of target. The Compensation Committee therefore concluded that fiscal 2026 compensation was aligned with Company performance and that the pay-for-performance connection remained strong. The advisory result will not bind the Company, but the Board and Compensation Committee will review and consider it in future compensation decisions. The Board recommends voting FOR the proposal.
Ratify the Audit and Risk Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.63% | 7,554,630 | $1.0B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.35% | 6,099,941 | $835M |
| 3 | STATE STREET CORP | 5.01% | 5,713,387 | $788M |
| 4 | BlackRock, Inc. | 3.87% | 4,412,536 | $604M |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.24% | 3,699,796 | $507M |
| 6 | Sixth Street Partners Management Company, L.P. | 3.24% | 3,699,796 | $507M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.57% | 2,930,317 | $400M |
| 8 | ALLIANCEBERNSTEIN L.P. | 2.16% | 2,465,416 | $401M |
| 9 | BlackRock, Inc. | 2.10% | 2,391,195 | $327M |
| 10 | Jupiter Topco LLC | 1.56% | 1,777,632 | $243M |
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