Broadridge Financial Solutions, Inc. (BR)
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AGM 2020

Nov 19, 2020

Operator

Welcome to the 2020 Annual Meeting of Broadridge Financial Solutions. I would now like to introduce the first presenter, Rich Daly, Executive Chairman of Broadridge. Mr. Daly?

Rich Daly
Executive Chairman, Broadridge Financial Solutions

Thank you. Good morning, everyone. I'm Rich Daly, Executive Chairman of Broadridge. I'd like to welcome you all to Broadridge's 2020 Annual M eeting. We are delighted you can join us this morning and participate in this meeting. This is Broadridge's 12th completely virtual meeting of stockholders. Our virtual meeting solution permits validated shareholders to vote and ask questions during the meeting. Virtual shareholder meetings have increased the ability of shareholders to attend meetings from home or wherever they choose to be. This is particularly important this year with the pandemic preventing in-person meetings from occurring. This year, Broadridge's virtual shareholder meeting solution will enable close to 2,000 company to hold their annual meeting virtually. I'd now like to introduce our slate of 10 director nominees who are all in attendance at this meeting.

Joining me on the video are our CEO and board member, Tim Gokey, our lead independent director, Les Brun, the Chair of our Audit Committee, Pam Carter, the Chair of our Compensation Committee, Alan Weber , and the Chair of our Governance and Nominating Committee, Bob Duelks. The other four director nominees are joining the meeting via audio. They are Tom Perna, Maura Markus, Brett Keller, and Amit Zavery. I'd also like to introduce the partner representatives from our independent audit firm, Deloitte & Touche, who are joining us via audio, June Nicholas and Marty McElwain. Our general counsel, Adam Amsterdam, and our independent Inspector of Election, Tom Tai, are also joining the meeting on the phone. I'll now turn the meeting over to our corporate secretary, Maria Allen, to conduct the business aspects of the meeting. Maria?

Maria Allen
Corporate Secretary, Broadridge Financial Solutions

Thank you, Rich. This meeting is held pursuant to a notice dated October 6th, 2020. On or about October 6th, each stockholder of record as of the close of business on September 24th was sent either a notification of internet availability of proxy materials or the proxy materials themselves. All documents concerning notice of the meeting will be filed with the records of the meeting, and the company has appointed Tom Tai as the Inspector of Election. I've been informed that there are 93 attendees at this meeting today. The tabulator has provided me with a report indicating that approximately 89% of our outstanding shares are present by proxy at this meeting. Accordingly, I certify that a quorum exists. All Broadridge stockholders entitled to vote at this meeting have the ability to do so online during the meeting until I close the polls.

Broadridge stockholders also have the ability to submit questions either online or by phone by dialing 1-877-328-2502 and providing the control number that was included with your meeting notice. I will be closing the polls after I review the proposals. If you're a stockholder entitled to vote and have not yet voted, or you want to change a previously cast vote, please do so now via the website. The board recommends that stockholders vote for Proposals one, two, and three, and vote against Proposal four. Proposals being considered today are explained in detail in our proxy statement. They are Proposal one, the board has recommended 10 nominees for election to our board of directors. Proposal two, the board is seeking approval of our executive compensation.

Proposal three is the ratification of the appointment of Deloitte & Touche to serve as the company's independent auditor for the 2021 fiscal year. Proposal four is a stockholder proposal on political contributions. Mr. James McRitchie will now present Proposal four. I'd like to note that if there are any technical issues with Mr. McRitchie's line, I will read Proposal four. Mr. McRitchie, you have three minutes to present the proposal. I'll now ask that the operator open Mr. McRitchie's line.

Operator

Mr. McRitchie, your line is now open.

James McRitchie
Shareholder, Private Investor

Thank you very much, and thanks for the offer to read it in case there is any problems. My proposal is based on an analysis by the Center for Political Accountability. Yes, I would like to acknowledge that Broadridge has improved its reporting of political contributions over last year. However, they still fall short on several measures. For example, Broadridge should disclose all political payments made by trade associations or other tax-exempt organizations where they're either a member or a donor. As a former legislative chief in California, I know that companies often hide behind their trade associations on issues or candidates their shareholders might oppose. Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision, which said: Disclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way.

This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages. However, that can't be done if we don't know where that money has gone. A congressional budget rider prohibits the SEC from promulgating a rule requiring companies to fully disclose political contributions. That's something that Republicans put in after more than a million letters were sent into the SEC saying that they want such a rule. Unfortunately, Broadridge chose not to talk with me or with the Center for Political Accountability. Had they done so, I expect we could have easily suggested minor changes to Broadridge's policies that would have enabled them to hold their trade associations more accountable by either having them report specific payments or by having Broadridge prohibit them from using funds from Broadridge for certain activities. Please vote for proposal number four.

In this election year, everyone should want dark money disclosed. Thank you.

Maria Allen
Corporate Secretary, Broadridge Financial Solutions

Thank you, Mr. McRitchie, thank you for your interest in Broadridge. We have received the stockholder votes, I declare the polls closed. Now I'll turn the meeting over to our Chief Executive Officer, Tim Gokey.

Tim Gokey
CEO, Broadridge Financial Solutions

I have just been informed that I was speaking into a muted microphone. Thank you, Maria, and good morning to everyone. I'm Tim Gokey, CEO of Broadridge, and I want to welcome you to our 2020 annual shareholder meeting. I also want to add my thanks to Maria's to Mr. McRitchie. The issue that he's pointed out is a very important one we take very seriously, and his proposal caused us to re-review our policies, and I think make some real improvements. Thank you, Mr. McRitchie. As Rich said, this is our 12th virtual-only annual meeting, which is once again powered by Broadridge's virtual shareholder meeting technology. We are on track this year, calendar 2020, to directly facilitate almost 2,000 virtual shareholder meetings. That's up from just over 300 last year. That's just one area where Broadridge has seen substantial growth in the past year.

Before I jump into Broadridge results, I want to take a moment to acknowledge this period of unprecedented global turmoil, the one that we've been in since the onset of COVID-19 pandemic. The pandemic has had a profound impact on people and communities, including our own. Combined with an increased focus on racial justice, these health, economic, and social crises make it clear that we are in the midst of a unique moment. This difficult period is testing the strength and resilience of both individuals and companies, and it's been inspiring to see how Broadridge and our associates have responded. It's also a moment that has underscored the critical and important nature of the work that we do to support financial markets by providing critical infrastructure, powering investing, corporate governance, and communications.

By staying focused on the health and welfare of our associates, supporting our communities, delivering strong results, executing flawlessly for our clients, and increasing investment in new capabilities, Broadridge is meeting the moment. As part of this virtual annual meeting format, I want to share with you just a few highlights regarding our fiscal year 2020 financial results, as well as results from the first quarter of fiscal 2021. When I'm done with my prepared comments, I'll answer questions received from shareholders. First, some highlights from 2021. I'm very pleased with the strong results that we showed. Our recurring revenues grew by 10% to $3 billion. This strong performance contributed to an 8% growth in adjusted earnings per share. We generated record closed sales of $239 million, which provides us strong momentum for fiscal 2021.

In August, our board approved a 6% increase in our annual dividend to $2.30 per share. This is the 14th consecutive year of a dividend increase, which is every year since we became a public company in 2007. In fiscal 2020, we also achieved our three-year objectives for recurring revenue growth, margin expansion, and adjusted EPS growth. We've generated total shareholder return of 76% over the three-year period, resulting in performance in the top quartile of companies in the S&P 500. We're right now in the process of setting new objectives that'll take us forward through fiscal year 2023. I look forward to sharing them with you at our upcoming Investor Day on December 10th, 2020. I want to also give you a brief summary of our first quarter fiscal 2021 results. We continued the strong momentum from fiscal 2020 into the first quarter.

Our performance in the face of the ongoing pandemic highlights the resilience of our recurring revenue business model, and the power of the long-term trends propelling our results. Recurring revenues rose 8% to $671 million. The growth in recurring revenues and strong cost actions contributed to 44% growth in adjusted EPS to a first quarter record of $0.98. In summary, we're off to a good start. As we noted on our first quarter earnings call on October 30th, this positive start to the fiscal year gives us additional confidence in our full-year guidance and enables us to increase our level of investment in our people, platforms, and technology. All in all, we started 2021 with real growth momentum.

Now in my 11th full fiscal year at Broadridge, and my second full year as CEO, I am more excited than ever about our ability to create growing, long-term, and sustainable value for our clients, associates, and shareholders. Before I turn it over to the Q&A portion of the meeting, I want to thank our board of directors for their insights, their guidance, and contributions, which have been essential to our success. I also want to thank my more than 12,000 fellow associates across the globe, whose shared passion and dedication have driven Broadridge's success over the past years. Even in a normal year, it's their commitment and passion for serving our clients that has set us apart. Now, in this unusual time, our associates are persevering through remote work, temperature checks, social distancing. They're balancing parenting and family responsibilities.

Through all of that, they're delivering world-class service to our clients. I also want to express my gratitude to you, our shareholders, for the confidence you've shown in me as your CEO. Our continued growth highlights the long-term trends driving our business and the strength of our recurring revenue business model. I remain confident that the best is yet to come for Broadridge. One final point, I want to remind all of you of our upcoming virtual Investor Day on December 10th, where I'm looking forward to showcasing the depth of our management team, providing more insight about our growth strategy across governance, capital markets, and wealth investment management, and sharing our updated three-year growth objectives. I'm going to now open the Q&A portion of our meeting.

You can ask a question during the meeting by submitting it in the Ask a Question field or by calling 1-800 or excuse me, 1-877-328-2502. Again, that's 1-877-328-2502. If time doesn't allow or a follow-up is required, we will respond to your questions within 24 hours with responses available on our investor relations website, broadridge-ir.com. I'm going to take the questions in the following order. First, we'll answer any questions that were submitted prior to the meeting. Then, we'll answer questions submitted online live during the meeting. Finally, we'll answer questions from the phone. After Q&A, Maria Allen, our Corporate Secretary, will report the meeting results. I'll begin with questions that were submitted to us before today's meeting. Maria will read the question. Maria?

Maria Allen
Corporate Secretary, Broadridge Financial Solutions

Tim, the first question is, I would like to know more about the company's position on the global pandemic and how it will affect Broadridge in the long term.

Tim Gokey
CEO, Broadridge Financial Solutions

Well, thank you for the question. There's no question that this pandemic has wrecked tremendous human and economic toll in our country and around the world. I think we can't wish for it to be over soon enough. Your question about the long-term impact is an important one, so I'm glad that you asked. Broadly speaking, we're seeing that the trends that are driving our growth are being accelerated by the pandemic. The pressure on financial services firms to simplify their operations and reduce cost through mutualization has only grown. Our extra time at home has been a crash course in digital for all of us. The need to adopt new technologies and to incorporate additional data only continues to grow. This urgency around next-generation mutualization, resiliency, and digital transformation is already starting to show up in our discussions with clients.

Clients who used to worry about losing a facility, now they need to worry about losing the country or the globe. The investment required to build that resiliency across their entire technology estate significantly increases the logic for mutualized solutions. Digital transformation and next-generation technology are also significantly increased demand. As we move through fiscal 2021, we are upping our investment in our people, platforms, and technology to be able to further support our clients. I'm very confident these investments are going to leave Broadridge better positioned than ever to take advantage of the post-pandemic recovery for the long term. While we're being very cautious about the uncertain outlook in the near term, I can say that the long-term growth opportunities for Broadridge have never been better.

We look forward to sharing more details about these trends that I just mentioned when we host our Investor Day in December. Maria?

Maria Allen
Corporate Secretary, Broadridge Financial Solutions

Tim, the next question also submitted before the meeting is, for Broadridge Solutions proxy vote, how do I get a copy of the proposal report for changes to political contributions?

Tim Gokey
CEO, Broadridge Financial Solutions

Yes. I believe that this question is about when the results of the voting on political contributions proposal will be available. Those results, and all the proposals, will be available within four business days in an 8-K filing that we'll make. There's also a detailed discussion of the proposal and our response that was created by both ISS and by Glass Lewis, who are the vote recommendation services. They both recommended voting with management. That could also be made available. Thank you. Now I'm going to turn to any questions received from shareholders online during the meeting. Maria, have we had any questions come online?

Maria Allen
Corporate Secretary, Broadridge Financial Solutions

Yes. I have one question. Tim, the question is, why did Broadridge close voting the second I concluded my presentation of proposal four, leaving no time for anyone attending the meeting time to vote or change their vote? I believe that's coming from Mr. McRitchie.

Tim Gokey
CEO, Broadridge Financial Solutions

Okay. Great. Well, Mr. McRitchie, thank you again for being here today, which I think the fact you're able to be here without travel, I think, really demonstrates the effectiveness of this forum. Thank you for that. It's a good question. We could have left it open a little bit longer. We were just as part of our run of show as we go through the mechanics of what we're trying to do here. Thank you very much.

Maria Allen
Corporate Secretary, Broadridge Financial Solutions

Tim, we have another question. If you haven't already, please comment on the status and success of the virtual annual meeting business.

Tim Gokey
CEO, Broadridge Financial Solutions

Yeah, absolutely. Thank you for asking because it's an important question in this critical time. The virtual shareholder meetings are something that we started over 10 years ago in 2009 and had four meetings in our first year. It's been something that has been growing incrementally, slowly over time to about just over 300 meetings last year in calendar year 2019. What we've seen over that time is that companies who have adopted this format have had significant increases in participation by their shareholders. I know that's the case for us, where the participation today, 90 people participating, that's more than 10 times as many people as we had participating before this. As we've had very large Fortune 100, Fortune 500 companies join, we always get very positive feedback about how it has enabled participation for them.

Over this past year with the pandemic, there's been a real change for adoption of this technology. In fact, this year, we've gone from just over 300 meetings to over 2,000 meetings. It's an incredible amount of growth. It is, in fact, up to now, there have been over 75,000 participants in shareholder meetings this year on this platform. It has been something that we've been very proud of in terms of our ability to scale and really help companies through this tough period. It's something that we think really enables participation for a broad range, and so we're very pleased with that progress.

Maria Allen
Corporate Secretary, Broadridge Financial Solutions

I'm checking with the VSM team. There are no more online questions at this time, Tim. We will now take questions from the phone line. Operator, do you have any questions on the line?

Operator

No, there are no participants in the queue. To ask a question, please press star one on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time, we'll pause momentarily to assemble our roster. There are no questions in the audio Q&A. This concludes our phone question and answer session. I would like to turn the meeting back over to Tim Gokey.

Tim Gokey
CEO, Broadridge Financial Solutions

Great. That really wraps it up for my part of this. I'm going to turn the meeting back to Maria, our Corporate Secretary, to announce the results of the shareholder votes.

Maria Allen
Corporate Secretary, Broadridge Financial Solutions

Thank you, Tim. The Inspector of Election has presented me with a report of the votes received for and against each of the proposals. All votes are subject to final count certified by the inspector, we do not expect the final totals to differ greatly. Regarding proposal one, I'm pleased to report that all of our 10 nominees have been elected, with all nominees receiving at least 92% of the votes cast. Proposal two, the proposal to approve the company's executive compensation, has passed with approximately 96% of the votes cast. Proposal three, the appointment of Deloitte & Touche to serve as the independent auditors of the 2021 fiscal year, has been approved with approximately 98% of the votes cast. Proposal four, the stockholder proposal on political contributions, has not passed, with approximately 13% of the votes cast being in favor of the proposal.

The complete voting results will be contained in the Form 8-K that the company will file with the SEC within four business days following this meeting. The 8-K will be available on Broadridge's website promptly after. Rich, I turn the meeting back over to you.

Rich Daly
Executive Chairman, Broadridge Financial Solutions

Thanks, Maria. I want to thank everyone for attending today. There being no further business, the meeting is now adjourned. Thank you.