Broadridge Financial Solutions, Inc. (BR)
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AGM 2025

Nov 13, 2025

Louis Larson
Independent Inspector of Elections, Broadridge Financial Solutions

Welcome to the 2025 Annual Meeting of Broadridge Financial Solutions. I would now like to introduce the first presenter, Tim Gokey, Chief Executive Officer of Broadridge. Mr. Gokey?

Tim Gokey
CEO, Broadridge Financial Solutions

Thank you very much. I'd like to welcome all of you to Broadridge's 2025 Annual Meeting. We're delighted that you can join us this morning. Before we begin, I want to take a moment to extend a special thank you to Rich Daley and to Pam Carter, who are retiring from the board following today's annual meeting. Under Rich's visionary leadership, first as CEO and more recently as Executive Chair of the board, Broadridge has evolved from the proxy services business he founded to become the trusted and transformative global technology partner we are today. I look forward to continuing with Rich's support of Broadridge's growth as he transitions to Chair Emeritus. Pam has been a member of our board since 2017, and she has served as the Chair of our Audit Committee since 2018. She's been an exceedingly strong board member with wisdom, insight, and grace.

Her leadership will be deeply missed. In addition, I want to welcome Eileen Murray as our independent Chair of the Board following her reelection at today's annual meeting. Eileen joined our board three years ago, and she's the perfect choice for Broadridge's next phase of growth. I'm pleased that both Rich and Eileen are joining me on the video today and that they'll help lead Broadridge's 2025 Annual Meeting. Rich?

Richard Daly
Executive Chair of the Board, Broadridge Financial Solutions

Thank you, Tim. It's a pleasure to be here this morning. This is Broadridge's 17th 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, wherever they choose to be. This past year, Broadridge enabled companies to conduct over 2,500 annual meetings virtually. I'd like to introduce our directors, who make up our slate of eight director nominees. All nominees are in attendance at this meeting. Joining us on video are our CEO and board member, Tim Gokey, the incoming Chairperson of the board, Eileen Murray, and the incoming Chair of the Audit Committee, Melvin Flowers, pending their reelection to the board at this meeting.

The Chair of the Compensation Committee, Maura Marcus, the Chair of our Governance and Nominating Committee, Bob Dulks, and the other director nominees are joining the meeting via audio. They are Brett Keller, Annette Nazareth, and Amit Zaveri. I'd also like to introduce the representatives from our independent audit firm, Deloitte & Touche, who are joining us via audio, Tim Limbert and Lenny DeSalvo. Our Chief Financial Officer, Ashima Ghei, is in the meeting, and our Chief Legal Officer, Hope Jaworski, and our Independent Inspector of Elections, Louis Larson, are also joining the meeting on the phone line. As I step down as Chairman of Broadridge, I want to thank our shareholders for your trust and support throughout this past 19-year journey. It's truly been a privilege to serve you. I'm very proud of Tim and the leadership team that succeeded me seven years ago and their remarkable accomplishments.

I remain more excited than ever about Broadridge's future. I'll now turn the meeting over to our Corporate Secretary, Maria Allen, to conduct the business aspects of the meeting.

Maria Allen
SVP, Associate General Counsel, and Corporate Secretary, Broadridge Financial Solutions

Thank you, Rich. This meeting is held pursuant to a notice dated October 2nd, 2025. On or about October 2nd, each stockholder of record, as of the close of business on September 18th, 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 Louis Larson has been appointed Inspector of Elections to count all votes and determine the results of the voting. I've received Louis Larson's written oath of office as Inspector, and he has presented me with evidence that notice of this meeting was properly given to all stockholders of record as of the record date. Louis, have you determined whether a quorum is present at this meeting?

Louis Larson
Independent Inspector of Elections, Broadridge Financial Solutions

I have determined that there are stockholders representing approximately 88% of the outstanding shares of common stock at this meeting in person or by proxy, which is sufficient for a quorum and for transacting the business at this meeting.

Maria Allen
SVP, Associate General Counsel, and Corporate Secretary, Broadridge Financial Solutions

Thank you, Louis. I find that a quorum is present for the purpose of conducting business at this meeting, and I've been informed that there are 37 attendees at this meeting. All holders of the company's common stock as of the record date are entitled to vote online at this meeting on all business to come before the meeting. I now declare the polls open for this meeting. The polls will be closed after Mr. Gokey's business presentation. If there's any stockholder present who wishes to vote or wishes to change their vote, please do so now. 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 the notice of this meeting. Eileen Murray, our incoming independent Chairperson, will now present the proposals. Eileen?

Eileen Murray
Lead Independent Director, Broadridge Financial Solutions

Thank you, Maria. As I start my new role, I'd like to say that serving on the Broadridge board over the past three years has been a real pleasure, and I'm looking forward to continuing working with the board, Tim, and the management team as we take Broadridge to the next level. Let me now turn to the proposals. The items to be considered at this meeting are set forth in detail in the notice of the 2025 Annual Meeting of Stockholders and proxy statement of the company. Each are dated October 2, 2025, and mailed or made available to stockholders of the company. The first item of business on our agenda is the election of directors to serve until the next annual meeting of stockholders or their respective successors will have been elected and qualified.

The board has recommended the eight nominees listed in our proxy materials for election to our Board of Directors. The Corporate Secretary has advised me that there are no valid nominations by stockholders submitted to the company prior to this meeting in accordance with the bylaws. Therefore, I declare the nominations closed. The second item of business is a non-binding advisory vote on the compensation of our named executive officers. I want to remind you that this vote is advisory, so it will not be binding on us. That being said, we recognize that our stockholders have a fundamental interest in Broadridge's executive compensation practices. Our Compensation Committee will take into account the results of this vote when considering future executive compensation decisions.

The third item on our agenda is the ratification of the selection of Deloitte & Touche as the company's independent registered public accounting firm for the 2026 fiscal year. The board recommends that stockholders vote for proposals one, two, and three. As a reminder, Broadridge stockholders have the ability to submit questions on the proposals. Are there any questions at this time pertaining to these issues? I'll pause briefly for any online questions.

Maria Allen
SVP, Associate General Counsel, and Corporate Secretary, Broadridge Financial Solutions

While we give the team a moment to check whether there are any questions, I want to remind stockholders that the polls will be closed after Mr. Gokey's business presentation. After the votes have been cast and the polls closed, the Inspector will announce the preliminary results. The team is now checking for any questions. There are no questions. Seeing no questions on the proposals, I'll proceed and turn the meeting over to our Chief Executive Officer, Mr. Gokey, for his business presentation. Tim?

Tim Gokey
CEO, Broadridge Financial Solutions

Thank you, Maria. As Rich mentioned, this is Broadridge's 17th virtual-only annual meeting. This meeting is powered by Broadridge's DSM technology, which allowed tens of thousands of investors to participate in annual meetings last year. Broadridge provides the infrastructure that powers corporate governance around the world, and virtual shareholder meetings are just one example of how we're making it easier than ever for public companies, funds, and ETFs to engage with their shareholders. Today, I'll begin by discussing our fiscal year 2025 results, followed by our first quarter fiscal year 2026 results, after which the polls will be closed, and we'll take questions from our stockholders relative to our business. Now, some highlights of Broadridge's strong fiscal year 2025 results. Recurring revenue, constant currency, grew by 7% to $4.5 billion. Total revenues grew 6% to $6.9 billion.

This strong top-line performance contributed to 11% growth in adjusted EPS to $8.55, and we ended the year with free cash flow conversion of 104%. In August, our board approved an 11% increase in our annual dividend to $3.90 per share. This is the 19th consecutive year of dividend increase every year since we became a public company. Beyond the numbers, our fiscal 2025 was a year of strong operating performance highlighting the strength of our business and the power of the long-term trends driving our growth, and importantly, our execution against our growth strategy. Now, I want to give a brief summary of our first quarter fiscal 2026 results, which we reported last week. We reported a very strong first quarter with 8% recurring revenue growth, constant currency, 51% growth in adjusted EPS, and $33 million in closed sales.

Our results were driven by strong execution of our strategy to democratize investing, simplify and innovate trading, and modernize wealth management. Based on this strong performance, we raised our outlook for recurring revenue to the higher end of our 5%-7% guidance range, and we reaffirmed our guidance for 8%-12% growth in adjusted earnings as of the time of the earnings call. In summary, Broadridge is off to a very good start to fiscal year 2026. We're executing on our long-term growth plan, helping our clients address the growing number of new investors, drive digitization, and adapt to regulatory change. We're delivering innovation for our capital markets clients and expanding our wealth management business. Looking ahead, we're also positioned to benefit from the growth in digital assets and the trend towards tokenization.

The combination of a pro-innovation regulatory backdrop and accelerating technology change is putting digital assets and tokenization front and center as a new mega-trend in financial services, which will create significant opportunity for Broadridge. I want to thank our Board of Directors for their insights, guidance, and valuable contributions, which have been essential to our success. Let me also thank our 15,000 associates across the globe. Their hard work, focus on serving our clients, and success in bringing innovation to our industry is what powers our growth. Thank you. I also want to express my gratitude to you, our stockholders, for the confidence you've shown in me as your CEO and for your investment in Broadridge. We're on a strong path towards scaling a global fintech leader, an increasingly trusted and transformative partner for our clients, creating significant value for our shareholders. I remain confident that the best is yet to come for Broadridge. I'll turn the meeting over to Maria for the results of the vote.

Maria Allen
SVP, Associate General Counsel, and Corporate Secretary, Broadridge Financial Solutions

Thank you, Tim. All ballots have been submitted, and I now announce that the polls for this meeting are closed. Inspector, will you please report the results of the vote?

Louis Larson
Independent Inspector of Elections, Broadridge Financial Solutions

Yes. All valid votes received will be included in the final report. On the motion for the election of directors, more than 94% of the votes cast at this meeting were cast in favor of the election of each of the director nominees. On the motion for approval of Broadridge's executive compensation, more than 91% of the votes cast at this meeting have approved Broadridge's executive compensation as described in the proxy statement. On the motion for the ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the 2026 fiscal year, more than 98% of the votes cast at this meeting were cast in favor of ratification.

Maria Allen
SVP, Associate General Counsel, and Corporate Secretary, Broadridge Financial Solutions

Thank you, Louis. I declare that the proposed slate of directors has been duly elected, our executive compensation has been approved by a non-binding advisory vote, and the appointment of Deloitte & Touche as our independent registered public accounting firm has been duly ratified. I direct that the results of the voting be incorporated into the minutes of the meeting. The business of the meeting is now complete, and I declare the meeting formally adjourned. The complete voting results will be contained in a Form 8-K that the company will file with the SEC within four business days following this meeting. We'll now begin the Q&A portion of the meeting. As a reminder, you can ask a question by submitting it in the Ask a Question field or by calling 1-877-328-2502. I'll repeat that number, 1-877-328-2502.

If time does not allow or a follow-up is required, we will provide a response to such questions on our Investor Relations website, broadridge-ir.com. I will now turn the meeting back over to Tim Gokey for the Q&A portion of the meeting. We will begin with the questions submitted online prior to the meeting and then proceed with questions submitted online live during the meeting. We will take questions from the phone after we answer questions that were submitted online live during the meeting. Tim, there were three questions submitted by shareholders in advance of the meeting. The first question submitted is, "Is democracy good for business?

Tim Gokey
CEO, Broadridge Financial Solutions

Wow. Thank you for that question. At Broadridge, we're in the business of enabling corporate democracy. Democracy is certainly good for Broadridge. Taking a wider view, I think it was Winston Churchill that said that democracy is the worst form of government except for every other form. It served our country well, and the stability and predictability of U.S. democracy has helped create the largest and deepest capital markets in the world, which truly helped everyday Americans save and invest for their future, and companies obtain the capital they need to invest and create jobs. At Broadridge, we're proud of our role supporting wealth managers, capital markets, asset managers, and public companies as together we create the strongest and most vibrant economy on the globe.

Maria Allen
SVP, Associate General Counsel, and Corporate Secretary, Broadridge Financial Solutions

Thank you. Turning to the second question submitted online, Broadridge delivered solid fiscal year 2025 results. Looking ahead, you have guided for 5%-7% recurring revenue growth and 8%-12% adjusted EPS growth for 2026. Given current macroeconomic headwinds, particularly in capital markets activity and transaction volumes, and the fact that closed sales were down 16% in FY 2025, what gives you confidence that the lower end of the guidance range, i.e., 5% revenue growth, is achievable? What are the specific initiatives in the business, product, geography, M&A that will drive this growth?

Tim Gokey
CEO, Broadridge Financial Solutions

Thanks for that question. First, our Q&A results were more than solid. They were very strong. More importantly, as we look ahead, we see continued momentum for this year and beyond. We look across all of our indicators, including position growth, revenue from new sales, client retention, and growth in new activities like tokenization. Based on all that, we announced last week that we're now expecting our recurring revenue growth to be at the higher end of our 5%-7% range. This growth is good for Broadridge associates. It's good for clients. It's clearly good for shareholders. We're more excited now about the future than we ever have been.

Maria Allen
SVP, Associate General Counsel, and Corporate Secretary, Broadridge Financial Solutions

Thank you. The third question submitted online is, "The company has highlighted digitization, AI, and tokenization as key growth areas. Could you provide concrete examples of how much of future growth you expect to come from these new growth areas versus traditional services?

Tim Gokey
CEO, Broadridge Financial Solutions

Thank you, because each of these are key drivers for us. On digitization, we've been driving the digitization of investor communications for more than 20 years. Working with our clients, we've increased digitization by more than 25 percentage points over the past decade to nearly 90% for most of our regulatory communications. We see a future of digitized communications, which are cost-effective for clients and which provide engaging and effective disclosure for end investors, which in turn strengthens capital markets and protects intermediaries. On AI, we're committed to being a leader in our industry. I think it's fair to say that AI will be part of all of our products in the future. In addition, we're building new products that combine AI with our differentiated data.

That approach is paying off as we launch multiple new products with AI at the center of their value proposition. We're leveraging AI to become more efficient, reduce unnecessary repetitive work, and to enable our associates to become more productive. To do all this, we're leveraging our proprietary AI platform, which connects to all the leading LLMs and is enabling an agentic future for Broadridge. Finally, for tokenization, a combination of a pro-innovation regulatory backdrop and accelerating technology change, as I mentioned earlier, is putting digital assets and tokenization front and center as a new mega-trend. We think that's creating real opportunity for Broadridge. Across our businesses, we think we're very well positioned. In September, we facilitated over $300 billion per day in tokenized trades, far above any other provider. Our early start makes us a leader in supporting the technology behind tokenized assets and trading. In sum, as we look across each of these three critical technologies, we do not see them as a separate thing from our core business, but increasingly, they are and they will be our core business. Thanks, Maria.

Maria Allen
SVP, Associate General Counsel, and Corporate Secretary, Broadridge Financial Solutions

Thank you. We'll now turn to any questions submitted online during the meeting. I'm checking with the virtual shareholder meeting team now to see whether there are any questions. We have one question submitted. I'll read the question. Why are shareholders not able to see the question asked by other owners at meetings held on the virtualshareholdermeeting.com platform?

Tim Gokey
CEO, Broadridge Financial Solutions

Why are shareholders not able to see?

Maria Allen
SVP, Associate General Counsel, and Corporate Secretary, Broadridge Financial Solutions

I'll repeat it. Why are shareholders not able to see the question asked by other owners at meetings held at the virtualshareholdermeeting.com platform?

Tim Gokey
CEO, Broadridge Financial Solutions

Yeah. I think that's just part of the design, and we do a screening of questions as they come in. That's something that we and other companies want in the event that there were inappropriate questions being asked. However, what I can say is that we've never had to eliminate any question. And as Maria, as you said earlier, all questions are responded to on broadridge.ir.com. We've never actually had to do that beyond the ones that are in the meeting. But if that did occur, that's how they would be responded to.

Maria Allen
SVP, Associate General Counsel, and Corporate Secretary, Broadridge Financial Solutions

Thank you. I see the team is checking for more questions. There's another question here. What can be done to streamline the ability for your competitors to host virtual meetings? Why should I have to send a picture of my ballot to attend Cracker Barrel's meeting? I'll repeat that question, Tim. Seems like there are two questions there. What can be done to streamline the ability for your competitors to host virtual meetings? The second question is, why should I have to send a picture of my ballot to attend Cracker Barrel's meeting?

Tim Gokey
CEO, Broadridge Financial Solutions

Good. In terms of streamlining the ability for competitors to offer, that's something that was a real question when virtual shareholder meetings were first introduced. We have made an API available to all of our competitors that allows them to host virtual meetings and to take the votes in those meetings and feed them directly into our infrastructure. Our competitors do, in fact, host, unfortunately, more virtual meetings than we like, as we like to do more. That is something that there is a direct integration available. Relative to Cracker Barrel, I don't happen to know right now if that was hosted by us or by one of our competitors. I don't know. We certainly don't have any protocol ourselves directly about sending a photograph of a ballot.

Perhaps that one was done by a competitor, or perhaps that was a protocol that Cracker Barrel itself instituted to look at the control number or something else. I'm not aware of why that would be.

Maria Allen
SVP, Associate General Counsel, and Corporate Secretary, Broadridge Financial Solutions

Thank you. I'm checking again to see if there are any further questions. There are no more online questions at this time. We will now take questions from the phone line operator.

Operator

We will now begin the question and answer session. To ask a question, you may press star, then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star and then two. At this time, we will pause momentarily to assemble our roster. This concludes our question and answer session. I would like to turn the meeting back over to Maria Allen.

Maria Allen
SVP, Associate General Counsel, and Corporate Secretary, Broadridge Financial Solutions

Thank you, operator. I will check with our virtual shareholder meeting one more time in case any further questions have come in. There are no further online questions at this time. I will now turn the meeting back over to Eileen Murray. Eileen?

Eileen Murray
Lead Independent Director, Broadridge Financial Solutions

Thank you, Maria. Thank you for attending this morning, and thank you for your interest in Broadridge. Have a great day and enjoy the holiday season.

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