AGM 2021

Jun 9, 2021

This is the Broadridge virtual meeting host. I am now turning the meeting over to Jeff Bailey. At today's meeting, following the introduction of the members of our Board of Directors and officers, we will conduct the business portion of our annual meeting. Any stockholders of record who have logged in and who have not already submitted a proxy and wish to vote their shares or who wish to change their vote may do so by clicking on the Vote Here button on your screen when the polls are open during the business portion of our meeting. You may also ask questions pertaining to the proposals on the agenda by typing your questions into the field provided in the web portal at any time before the voting is closed. I would now like to introduce the directors and officers in attendance. Directors Mark Cozen, our Lead Independent Director Dan Croto Tom Oberdorf Bob Pierce Lucia Luce Quinn, the Chair of our Compensation Committee and Cynthia Feldman, the Chair of our Audit Committee. And for the officers, Ron Lataye, Senior Vice President, Treasurer and Chief Financial Officer Chris Leterio, Secretary General Counsel and Senior Vice President of Human Resources Mitch Rock, Senior Vice President of Sales and Marketing and General Manager of our Medical Business Dan Shaw, Vice President of our Research and Development. With that, I will turn the meeting over to Chris Leterio, who has been appointed our Inspector of Election as required under Delaware law and who will conduct the formal portion of today's meeting. Chris? Thank you, Jeff, and welcome shareholders, directors, officers and others in attendance. We will now conduct the formal business as set forth in the notice of meeting and proxy statement. Broadridge Financial Solutions Inc. Has provided me a sworn affidavit stating that copies of the notice of annual meeting, proxy statement and annual report were duly mailed to each holder of capital stock as of the close of business on April 12, 2021, the record date fixed by the Board of Directors. The notice of annual meeting also stated the date, time and meeting purpose along with the web address and access control number for shareholders to participate in today's virtual meeting. I am pleased to announce that there are present by proxy more than a majority of all the shares outstanding and entitled to vote. Therefore, a quorum is present. Accordingly, this meeting is duly called to order. A copy of the notice of meeting, proxy statement and form of proxies shall be made a part of the record of the meeting. There are 4 proposals to be considered during this meeting, all of which were described in detail in the proxy statement furnished to shareholders. After I describe the 4 proposals, the polls will be open to allow shareholders to vote. The first order of business is to elect 5 directors to serve for a period of 1 year until the 2022 Annual Meeting of Stockholders or until their successors have been duly elected and qualified. The election of each nominee for director requires a plurality of the votes cast for each director position. The Board has nominated R. Jeffrey Bailey, Mark Cozen, Robert W. Pierce, Jr, Daniel C. Frodo and Cynthia L. Feldman to serve as directors for a term of 1 year. Proposal number 2 is to consider and act upon a nonbinding advisory resolution to approve the compensation of the so called named executive officers. Proposal number 2 requires the affirmative vote of a majority of the shares represented and entitled to vote at this meeting. Proposal number 3 is to consider and vote on an amendment and restatement of the company's 2000 and 3 Equity Incentive Plan to ratify and permit the continued issuance of stock of incentive stock options under the plan and to conform the plan to certain changes in the U. S. Tax code. Proposal number 3 requires the affirmative vote of a majority of the shares represented and entitled to vote at this meeting. The 4th and final business item is to consider and act upon a proposal to ratify the appointment by the audit committee of the Board of Directors of the company of Grant Thornton LLP as the company's independent registered public accounting firm for fiscal year 2021. Proposal number 4 requires the affirmative vote of a majority of the shares represented and entitled to vote at this meeting. The polls are now open. Any stockholders of record who have logged in and who have not already submitted a proxy and who wish to vote their shares may do so now by clicking on the Vote Here button on your screen. While we are waiting for the votes to be cast, I will ask Ron Latai to let us know if there are any questions for Jeff. Ron? Chris, there are no questions. Thank you, Ron. The polls are now closed and here are the preliminary results. On proposal number 1 to elect directors, I am pleased to report that each of the directors standing for election has received the affirmative vote of more than a plurality of the shares voted and are hereby elected. On proposal number 2, a non binding advisory resolution to approve the compensation of the so called named executive officers, a majority of the shares represented and entitled to vote at this meeting voted in favor of the proposal. The proposal is approved. On proposal number 3 to amend and restate the company's 2,003 Equity Incentive Plan to ratify the continued issuance of incentive stock options under the plan and conform the plan to certain changes in the S. Tax code, a majority of the outstanding shares of common stock of the company voted in favor. The proposal is approved. On Motion 4, a proposal to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for fiscal year 2021, the majority of the shares represented and entitled to vote at this meeting voted in favor. That proposal is approved as well. The final tabulation of these votes will appear in our required Form 8 ks to be filed with the Securities and Exchange Commission. I now turn the meeting back over to Jeff. Thank you, Chris. The business portion of today's meeting having been concluded, the annual meeting is adjourned. Thank you all for attending.