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Broadridge’s Pay-for-Performance
Compensation Philosophy
October 2009
©
2009 Broadridge Financial Solutions, Inc. Broadridge and the Broadridge logo are registered trademarks of
Broadridge Financial Solutions, Inc.


1
Contents
Our Pay-for-Performance Compensation
Philosophy
Pay-for-Performance in Practice
Compensation and Corporate Governance
Looking Ahead: Fiscal Year 2010 and Beyond


2
Our Pay-for-Performance Compensation Philosophy
Since our spin-off in April 2007, Broadridge has cultivated a strong
commitment to “Pay-for-Performance”
among our associates.  Our
goals are:
Provide a clear “line of sight”
and linkage between individual
performance, organization performance and compensation
Attract, engage and retain the associates that help ensure our future
success
Motivate and inspire associate behavior that fosters a high-
performance culture while maintaining a reasonable level of risk
Ensure that our associates are motivated to increase stockholder
value


3
We believe that this pay-for-performance philosophy has been a
major contributor to the financial performance of our business
1. TSR = Total Stockholder Return = Stock
Price Gain + Dividend Yield.
2. April 2, 2007 = first day of Broadridge
stock trading on the New York Stock
Exchange.
3. Source: Yahoo! Finance Historical Prices
for BR, using Closing Prices Adjusted for
Dividends and Splits
(http://finance.yahoo.com/q/hp?s=BR).
4. Source: Yahoo! Finance Historical Prices
for ^MID, using Closing Prices Adjusted for
Dividends and Splits
(http://finance.yahoo.com/q/hp?s=%5EMID).
Our Pay-for-Performance Compensation Philosophy
Broadridge
TSR vs. S&P 400 Midcap Index
1
April 2, 2007 = 100.0
2
40
60
80
100
120
140
4/2/07
10/2/07
4/2/08
10/2/08
4/2/09
10/2/09
BR = 115.35
3
on 10/19/09
S&P 400 =
83.95
4
on 10/19/09


4
Pay-for-Performance
in
Practice
-
Bonuses
Every full-time Broadridge associate is eligible for some type of
annual cash incentive
Hourly and non-supervisory associates are eligible for a World Class
Service
bonus, which is funded by meeting Client Satisfaction goals
Client Satisfaction surveys must show year-over-year improvement in
average scores in order to receive a payment
Supervisory associates and above are eligible for a Management By
Objectives (MBO)
cash incentive plan
All associate MBO plans have both Non-GAAP Earnings Per Share
(EPS) and Client Satisfaction goals, along with other financial and
operational objectives such as Revenue and Net Sales
Non-GAAP EPS has the highest weight, and funds the bonus pool


5
Pay-for-Performance
in
Practice
-
Bonuses
CEO FY09
Bonus:
Richard
Daly’s
MBO
Cash
Incentive
payment
decreased
14% in fiscal year 2009 vs. fiscal year 2008, despite an increase in
Broadridge’s Non-GAAP EPS
Fiscal year
2009
Non-GAAP
EPS
=
$1.51,
vs.
$1.42
in
fiscal
year
2008
(6%
growth)
According to a May 2009 article published by Towers Perrin, an independent compensation
consultant, less than one-quarter of companies examined in the past year have taken this
action 
1. The fiscal year 2009 GAAP EPS was $1.58 and the fiscal year 2008 GAAP EPS was $1.36. In fiscal year 2009, this measure excluded the
one-time gain from the purchase of $125.0 million principal amount of the Company’s 6.125% senior notes due 2017, and the one-time
benefit from a state tax credit. In fiscal year 2008, this measure excluded one-time transition expenses and interest on new debt and other.
Pay-For-Performance Linkage
Source: Equilar, Inc. (via Towers Perrin ECR Onlne, May 2009)
Increased
Year-over-year change in company
performance
32%
Decreased
According to Towers Perrin, 58% of
companies they examined showed
year-over-year increases in net
income in the most recent fiscal
year.  Of those companies:
--
34% increased the CEO bonus
payment vs. the previous year
--
24% decreased the CEO bonus
payment vs. the previous year
With Richard Daly's FY09 bonus
payment, Broadridge
was aligned
with the 24% that increased year-
over-year net income and paid their
CEO a lower bonus.
10%
34%
24%
1


6
Pay-for-Performance
in
Practice
-
Equity
Restricted Stock Units (RSUs):
Broadridge has granted over one million
RSUs per year to our associates
24% of our associate population received RSU grants in the past three years
(2007-2009)
70% of our RSU grants since the spin-off have been made to associates not at
the executive officer level
RSUs vest as shares, creating employee owners
Performance-based vesting tied to two-year EPS goals for executive officers
Stock Options:
Multi-year effort underway to increase alignment between
stockholders and newly-created executive officers through a special stock
option grant program
Described in a Form 8-K filed with the SEC on February 26, 2008
No special grants were given to these officers prior to the spin-off
Goal = 5% of total shares dedicated to ownership by the officer population
Most special stock options are premium-priced grants, with strike prices up to
20% above BR fair market value on the grant date, providing for lower
accounting cost and higher hurdles for personal gain


7
Pay-for-Performance in Practice
72% of average Broadridge Named Executive Officer
compensation in fiscal year 2009 was “at-risk,”
in the form of an
annual cash incentive or equity grants (stock options and restricted
stock units)
Over 80% of Richard Daly’s fiscal year 2009 pay was “at-risk”
In April 2008, the Broadridge Board of Directors approved
executive officer share ownership guidelines
The only stock options exercised among our executive officers since
the spin-off are those that were scheduled to expire within three
months of exercise --
Richard Daly converted his September 2009 net
gain on exercised options into Broadridge shares
The Broadridge Board of Directors has also approved a Pre-
Clearance Trading Policy for the Company’s executive officers and
directors
Broadridge officers and directors or their immediate family members
cannot engage in any transaction in Broadridge securities without first
obtaining the approval of the Company’s General Counsel


8
Compensation and Corporate Governance
Our four-member Compensation Committee, with the guidance of their
independent compensation consultant, reviews and approves executive
officer compensation every year
Salary: The
Committee
approved
0%
fiscal
year
2010
Officer
merit
increases
Annual cash incentive targets, goals, and measures are set at the beginning
of each year
Long-term equity grants such as RSUs and Options, including the multi-year
performance goals for RSU vesting
Executive-level benefits, policies, and programs
Through the compensation consultant, they use their select 18-company
Peer Group, a general industry group of companies with similar revenues,
and select third-party surveys to evaluate market trends and
compensation levels
Focus on discouraging excessive risk-taking through:
Multi-year vesting on equity grants
Multi-year performance period for earning RSUs
Officer stock ownership guidelines


9
We believe that our reward programs are well-positioned to
reinforce our business strategy, as exemplified through our “Five
Pillars of Growth”
Accelerate Sales
Client Retention
Leverage Industry Position
Margin Improvement
Offer New Solutions
Annual earnings growth is expected to be driven by many strategic
initiatives
Sales growth, especially recurring revenue sales
New Products developed internally
Strategic acquisitions
Looking Ahead: Fiscal Year 2010 and Beyond


10
To help foster this growth strategy, we have asked stockholders to
approve an increase in the number of shares issuable under our Omnibus
Award Plan at our November annual meeting
Request
of
2.5
million
shares,
of
which
no
more
than
1.5
million
shares
can
be used as “full-share”
grants such as RSUs
1.8% of total shares outstanding as of September 21, 2009 (record date for
the November 2009 Annual Meeting)
Fiscal year 2010 special stock option grants are not included in this share
issuance –
those options are available under our existing share reserve
This increase in shares issuable will allow us to:
Continue with our existing RSU grant policy for the next 12 months (covers
our planned October 2010 grant, and we will likely request additional shares
at November 2010 annual meeting)
Make annual option grants for the next 24 months
Develop a share reserve for grants related to strategic new hires and
acquisitions
We have a share repurchase plan in place to buy back shares to cover
option exercises, reducing the Omnibus Award Plan’s dilutive effect
Looking Ahead: Fiscal Year 2010 and Beyond


11
Beyond fiscal year 2010, we expect that…
The special stock option grant process will be completed, with 5%
alignment goal achieved for executive officers
Broadridge options that were converted from ADP options at the time
of the spin-off, 17 million in total, will be exercised
Average
strike
price
of
converted
ADP
options
at
the
time
of
the
spin-off
was $18.62; October 20, 2009 Broadridge stock price = $21.82
Total share overhang decreases as a result
Our annual RSU grants will reinforce our employee ownership culture
30-month vesting schedule serves as a strong retention tool for
associates
Manageable, consistent annual dilution (under 2% per year) and
accounting cost
We will have a sufficient number of shares issuable under our
Omnibus Award Plan for strategic initiatives
Acquisitions
Officer and senior executive hires
Looking Ahead: Fiscal Year 2010 and Beyond