UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx    Filed by a Party other than the Registrant¨

Check the appropriate box:

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

1981 Marcus Avenue

Lake Success, New York 11042

Dear Stockholder:

You are cordially invited to attend the 20092010 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc. Our 20092010 Annual Meeting will be held on Wednesday, November 18, 2009,17, 2010, at 10 a.m. Eastern Time. We are very pleased that this year’s annual meeting will be our firstsecond completely virtual meeting of stockholders. You will be able to attend the 20092010 Annual Meeting, vote, and submit your questions during the meeting via live webcast by visitingwww.broadridge-ir.comwww.virtualshareholdermeeting.com/br..

WeAs permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are also pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process will expedite stockholders’ receipt of the materials, lower the costs of our annual meeting, and conserve natural resources. On October 9, 2009,8, 2010, we mailed our stockholders a notice containing instructions on how to access our 20092010 Proxy Statement and 20092010 Annual Report and vote online. The notice also included instructions on how you can receive a paper copy of the proxy materials, including the notice of annual meeting, 20092010 Proxy Statement, and proxy card. If you received your proxy materials by mail, the notice of annual meeting, 20092010 Proxy Statement, and proxy card from our Board of Directors were enclosed. If you received your proxy materials via e-mail, the e-mail contained voting instructions and links to the 20092010 Proxy Statement and 20092010 Annual Report on the Internet.

In addition, we are pleased that Robert N. Duelks,Sandra S. Jaffee, the former head of Accenture Ltd’s Global Financial Services Operating Group, and Thomas J. Perna, Chairman and Chief Executive Officer of Quadriserv,Fortent Inc., a company that provides technology products for the securities lending industry, are our twoprovider of risk and anti-money laundering compliance solutions to global financial services firms, is a new candidatesnominee for election to theour Board this year.

At this year’s annual meeting, the agenda includes the following items:

Whether or not you plan to attend the 20092010 Annual Meeting, please read our 20092010 Proxy Statement for detailed information on each of the proposals. Our 20092010 Annual Report contains information about Broadridge and its financial performance. Your vote is important to us and our business and we strongly urge you to cast your vote.

I am very much looking forward to our 20092010 Annual Meeting of Stockholders.

Sincerely,

Richard J. Daly

Chief Executive Officer

Lake Success, New York

October 9, 20098, 2010

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1981 Marcus Avenue

Lake Success, New York 11042

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 18, 200917, 2010

Notice is hereby given that the 20092010 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc., a Delaware corporation, will be held on Wednesday, November 18, 2009,17, 2010, at 10 a.m. Eastern Time. Attend the 20092010 Annual Meeting online, vote your shares electronically and submit questions during the meeting, by visitingwww.broadridge-ir.comwww.virtualshareholdermeeting.com/brand be sure to have your 12-Digit Control Number to enter the meeting. The meeting will be held for the following purposes:

(1) to elect nine10 directors to hold office until the Annual Meetingannual meeting of Stockholdersstockholders in the year 20102011 and until their successors are duly elected and qualified;

(2) to ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2010;2011;

(3) to approve an amendment of the 2007 Omnibus Award Plan; and

(4) to transact such other business as may properly come before the meeting and any adjournment or postponement thereof.

Stockholders of record at the close of business on September 21, 2009,20, 2010, are entitled to notice of, and to vote at, the 20092010 Annual Meeting. Each stockholder is entitled to one vote for each share of common stock held at that time. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the 20092010 Annual Meeting for a period of 10 days prior to the meeting at our principal executive offices at 1981 Marcus Avenue, Lake Success, New York 11042, and electronically during the 20092010 Annual Meeting atwww.broadridge-ir.comwww.virtualshareholdermeeting.com/brwhen you enter your 12-Digit Control Number.

You have three options for submitting your vote before the 20092010 Annual Meeting:

Please vote as soon as possible to record your vote promptly, even if you plan to attend the 20092010 Annual Meeting on the Internet.

By Order of the Board of Directors,

Adam D. Amsterdam

Secretary

Lake Success, New York

October 9, 20098, 2010

Broadridge Financial Solutions, Inc.

1981 Marcus Avenue

Lake Success, New York 11042

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 18, 200917, 2010

This Proxy Statement is furnished to the stockholders of Broadridge Financial Solutions, Inc. (the “Company” or “Broadridge”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Stockholders of the Company to be held on November 18, 2009,17, 2010, at 10 a.m. Eastern Time (the “20092010 Annual Meeting” or the “Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

INTERNET AVAILABILITY OF PROXY MATERIALS

We are making this Proxy Statement and our 20092010 Annual Report to Stockholders for the fiscal year ended June 30, 2009,2010, including our 20092010 Annual Report on Form 10-K with audited financial statements (the “20092010 Annual Report”), available to our stockholders primarily via the Internet. On October 9, 2009,8, 2010, we mailed to our stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including this Proxy Statement and the 20092010 Annual Report. The Notice of Internet Availability also instructs you on how to access your proxy card to be able to vote through the Internet or by telephone. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail. Other stockholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote via the Internet, or have been mailed paper copies of our proxy materials and proxy card or vote instruction form.

Internet distribution of proxy materials is designed to expedite receipt by stockholders, lower the cost of the Meeting, and conserve natural resources. However, if you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials contained on the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

ATTENDING THE ANNUAL MEETING

Broadridge will be hosting the 20092010 Annual Meeting live via the Internet. A summary of the information you need to attend the Meeting online is provided below:

ABOUT THE 20092010 ANNUAL MEETING

Voting Procedures

Stockholders of record at the close of business on September 21, 200920, 2010 (the “Record Date”), will be entitled to vote at the Meeting. On the Record Date, there were outstanding and entitled to vote 136,531,182125,046,521 shares (excluding 20,995,386 treasury shares not entitled to vote) of the Company’s common stock (the “Company Shares” or the “Common Stock”). The holders of a majority of the Company Shares issued and outstanding and entitled to vote at the Meeting, present in person or represented by proxy, will constitute a quorum. The persons whom the Company appoints to act as independent inspectors of election will treat all Company Shares represented by a returned, properly executed proxy as present for purposes of determining the existence of a quorum at the Meeting. Each of the Company Shares will entitle the holder to one vote. Cumulative voting is not permitted. Votes cast atduring the Meeting will be counted by the independent inspectors of election.

Please note that this year the rules regarding how brokers may vote your shares have changed. Under the rules of the New York Stock Exchange (“NYSE”) applicable to brokers, if your broker holds shares in your name, in the absence of express voting instructions from you, they are not entitled to vote your shares on Proposals 1 and 3. As a result, if you do not vote your shares on Proposal 1—Election of Directors and Proposal 3—Approval of the Amendment of our 2007 Omnibus Award Plan, your shares will remain unvoted on those proposals. As such, we encourage you to provide instruction to your broker regarding the voting of your shares.

If you are a beneficial owner and hold your shares in the name of a bank, broker or other holder of record and do not return the voting instruction card, the broker or other nominee will vote your shares only on each matter at the 2010 Annual Meeting for which he or she has the requisite discretionary authority. If a stockholder does not give instructions to its broker as to how to vote the shares, the broker has authority under NYSE rules to vote those shares for or against “routine” proposals. Brokers cannot vote on their customers’ behalf on “non-routine” proposals, which includes the election of directors in the case of annual meetings. If a broker votes shares that are unvoted by its customers on a “routine” proposal, these shares are counted for the purpose of establishing a quorum and also will be counted for the purpose of determining the outcome of “routine” proposals. If a broker does not receive voting instructions as to a non-routine proposal, a “broker non-vote” occurs and those shares will be counted for the purpose of establishing a quorum, but not for determining the outcome of those proposals.

Abstentions and “broker non-votes” will be counted as present in determining the existence of a quorum. A broker non-vote occurs when a bank or broker holding sharesAbstentions will have the effect of a beneficial stockholder does notnegative vote on Proposal 1—Election of Directors and Proposal 3 —Approval of the Amendment of our 2007 Omnibus Award Plan (i.e., “non-routine” proposals), but broker non-votes will have no effect on the outcome of the vote on Proposals 1 and 3. Abstentions will have the effect of a particular proposal because it has not received instructions fromnegative vote on Proposal 2—Ratification of the beneficial stockholder and the bank or broker does not have discretionary voting power for that particular item.Appointment of Deloitte & Touche LLP (i.e., “routine” proposal).

In the election of directors, director nominees must receive a majority of the votes cast at the Meeting to be elected. This means that a director nominee will be elected to the Board only if the number of votes cast FOR the nominee’s election exceeds the number of votes cast AGAINST the nominee’s election. With respect to the election of directors, votes may be cast FOR all nominees, AGAINST allspecifically identified nominees or AGAINST specifically identified nominees. Abstentions and broker non-votes are not counted as votes FORnominees, or AGAINST a nominee and will have the effect ofstockholder may abstain from voting for a negative vote.nominee.

The affirmative vote of a majority of the votes cast at the Meeting is required to (i) ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the Company’s independent registered public accountants, and (ii) approve the amendment of the Company’s 2007 Omnibus Award Plan. With respect to the ratification of the appointment of Deloitte & Touche LLP, and the approval of the amendment of the 2007 Omnibus Award Plan, votes may be cast FOR or AGAINST either proposal, or a stockholder may abstain from voting on either proposal. Abstentions will have the effect of a negative vote.

Under the rules of the New York Stock Exchange (“NYSE”), brokers that do not receive voting instructions from their customers who are the beneficial stockholders of the Company Shares, are entitled to vote on the election of directors and ratification of the appointment of Deloitte & Touche LLP, but not on the proposal to approve the amendment of the 2007 Omnibus Award Plan. Under applicable Delaware law, a broker non-vote will have the effect of a negative vote.

The Board of Directors is soliciting your proxy to provide you with an opportunity to vote on all matters to come before the Meeting, whether or not you attend. You can ensure that your shares are voted at the Meeting by submitting your vote instructions by telephone or by the Internet, or by completing, signing, and dating a proxy card. Submitting your instructions or proxy by any of these methods will not affect your ability to attend and vote during the Meeting atwww.broadridge-ir.comwww.virtualshareholdermeeting.com/br.

A stockholder who gives a proxy may revoke it at any time before it is exercised by voting at the Meeting via the Internet, delivering a subsequent proxy or by notifying the Corporate Secretary of the Company in writing at any time before your original proxy is voted at the Meeting.

The Board of Directors urges you to vote, and solicits your proxy, as follows:

(1)FOR the election of nineall nominees for membership on the Company’s Board of Directors: Messrs. Brun, Daly, Duelks, Haviland, Levine, Perna, Weber and Weinbach and Ms. Lebenthal,Directors to serve until the Annual Meetingannual meeting of Stockholdersstockholders in the year 20102011 and until their successors are duly elected and qualified;

(2)FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2010;2011;

(3)FOR the approval of the amendment of the Company’s 2007 Omnibus Award Plan; and

(4) At the discretion of the designated proxies, on anyto transact such other matter thatbusiness as may properly come before the 20092010 Annual Meeting and any adjournment or postponement thereof.

Proxy Solicitation

Your proxy is being solicited by and on behalf of the Board of Directors of the Company. The expense of preparing, printing and providing this proxy solicitation will be borne by the Company. The Company may retain D.F. King & Co. to assist with the solicitation of proxies for a fee estimated not to exceed $20,000 plus reimbursement of reasonable out-of-pocket expenses. Certain directors, officers, representatives and employees of the Company may solicit proxies by telephone and personal interview. Such individuals will not receive additional compensation from the Company for solicitation of proxies, but may be reimbursed by the Company for reasonable out-of-pocket expenses in connection with such solicitation. Banks,In accordance with the regulations of the SEC, banks, brokers and other custodians, nominees and fiduciaries also will be reimbursed by the Company, as necessary, for their reasonable expenses for sending proxy solicitation materials to the beneficial owners of Common Stock.

PROPOSAL 1—ELECTION OF DIRECTORS

At the 20092010 Annual Meeting, nine10 directors are to be elected, each of whom will serve until the Annual Meetingannual meeting of Stockholdersstockholders in the year 20102011 and until their respective successors are duly elected and qualified. The persons designated as the Company’s proxies intend to vote FOR the election of each of the nine10 nominees listed below, unless otherwise directed.

The Board has nominated, and the proxies will vote to elect, the following individuals as members of the Board of Directors to serve for a period of one year and until their respective successors are duly elected and qualified: Leslie A. Brun, Richard J. Daly, Robert N. Duelks, Richard J. Haviland, Sandra S. Jaffee, Alexandra Lebenthal, Stuart R. Levine, Thomas J. Perna, Alan J. Weber and Arthur F. Weinbach. Each nominee has consented to be nominated and to serve, if elected. In August 2009, Thomas E. McInerney informed the Board that he decided not to standEach director, other than Ms. Jaffee, is standing for re-electionreelection to the Board at the 20092010 Annual Meeting. Messrs. Duelks and Perna are twoMs. Jaffee is a new candidatescandidate for election to the Board of Directors this year. As a result, the number of directors will be increasedincrease from nine to nine from eight, effective at the 2009 Annual Meeting of Stockholders.ten.

Nominee Qualifications

Under the Company’s Corporate Governance Principles (the “Corporate Governance Principles”), a majority of the Board must be comprised of directors who are independent under the rules of the NYSE. Under the rules of the NYSE, the Board is required to affirmatively determine which directors are independent and to disclose such determination for each annual meeting of stockholders going forward. No director will be deemed to be independent unless the Board affirmatively determines that the director has no material relationship with the Company, either directly or as an officer, stockholder or partner of an organization that has a relationship with the Company. The Board observes all criteria established by the NYSE and other governing laws and regulations. In its review of director independence, the Board of Directors considers all relevant facts and circumstances, including without limitation, all commercial, banking, consulting, legal, accounting, charitable or other business relationships any director may have with the Company.Company in conjunction with the Corporate Governance Principles and Section 303A of the NYSE’s Listed Company Manual (the “NYSE Listing Standards”). A copy of our Corporate Governance Principles is available on our corporate website atwww.broadridge.com under the heading “Investor Relations—Corporate Governance.” A copy of our Corporate Governance Principles is also available to stockholders upon request, addressed to the Corporate Secretary, Broadridge Financial Solutions, Inc., 1981 Marcus Avenue, Lake Success, New York 11042.

TheOn August 3, 2010, the Board hasreviewed each director’s relationships with us and affirmatively determined that each of Messrs.Mr. Brun, Mr. Duelks, Mr. Haviland, Ms. Lebenthal, Mr. Levine, Mr. Perna, and Mr. Weber are independent directors under the NYSE Listing Standards. On September 28, 2010, the Board reviewed Ms. Jaffee’s relationships with us and Ms. Lebenthalaffirmatively determined that she is independent.an independent director under the NYSE Listing Standards. Mr. Daly was determined to be not independent because he is our Chief Executive Officer. Mr. Weinbach was determined to be not independent because he isserved as our Executive Chairman.Chairman in 2010.

Broadridge is a leading global provider of technology solutions to the financial services industry. Our systems and services include investor communication solutions, and securities processing and operations outsourcing solutions. We provide financial services firms with advanced, dependable, scalable and cost-effective integrated systems. We serve a large and diverse client base in the financial services industry, including retail and institutional brokerage firms, global banks, mutual funds, annuity companies, institutional investors, specialty trading firms, and clearing firms. We also provide services to corporate issuers. The Governance and Nominating Committee seeks directors with established strong professional reputations and experience in areas relevant to the strategy and operations of the Company’s businesses, particularly industries that Broadridge serves. Our directors’ skills, expertise, background and experiences encompass the areas of banking and financial services, information processing services, technology services, or as a provider of services to the financial services industry, all of which are areas important to our Company’s businesses and strategy.

Below are biographies for the new director nominee and continuing directors which contain information regarding the individual’s service as a director of the Company, business experience, director positions held currently or any time in the past five years, and the experiences, qualifications, attributes or skills that caused the

Board to determine that such individual should serve as a director of the Company. Each of the nominees for election as director at the Annual Meeting of Stockholders holds or has held senior executive positions in large, complex organizations, and most hold or have held the role of chief executive officer. This experience demonstrates their ability to perform at the highest levels. In these positions, they have gained experience in core business skills, such as strategic and financial planning, public company financial reporting, compliance, risk management and leadership development. This experience enables them to provide sound judgment concerning the issues facing a large corporation in today’s environment, provide oversight of these areas at the Company and evaluate our performance.

The Governance and Nominating Committee also believes that each of the nominees has other key attributes that are important to an effective board: wisdom, integrity, an understanding and general acceptance of the Company’s corporate philosophy, valid business or professional knowledge and experience, a proven record of accomplishment with excellent organizations, an inquiring mind, a willingness to speak one’s mind, an ability to challenge and stimulate management, and a willingness to commit time and energy. The Governance and Nominating Committee takes diversity into account in determining the Company’s slate of nominees and believes that, as a group, the directors bring a diverse range of perspectives to the Board’s deliberations.

In addition to the above, the Governance and Nominating Committee also considered the specific experience described in the biographical details that follow in determining to nominate the individuals set forth below for election as directors. For more information on the process undertaken by the Governance and Nominating Committee in recommending qualified director candidates to the Board, see the “Corporate Governance—The Governance and Nominating Committee” section of this Proxy Statement.

Information About the Nominees

Leslie A. Brun, age 57,58, is a member of the AuditCompensation Committee and the CompensationGovernance and Nominating Committee and has been a member of our Board of Directors since 2007. He is

Mr. Brun has been the Chairman and Chief Executive Officer of SARR Group, LLC, a private equity firm.diversified investment holding company, since 2006. He is also the founder and Chairman Emeritus of Hamilton Lane, a provider of asset management services for which he served as Chief Executive Officer and Chairman from 1991 until 2005. From 1988 to 1991, he was Managing Director of Fidelity Bank in Philadelphia. Mr. Brun serveshas served as thea director of Automatic Data Processing, Inc., a provider of business outsourcing solutions and our former parent company (“ADP”), since 2003, and as ADP’s Chairman of the Board of Automatic Data Processing, Inc. (“ADP”), andsince 2007. He has served as a director of Merck & Co., Inc., a health care company, since 2009. He is also a director of NXT Capital, Inc. and Philadelphia Media Holdings, LLC. HeLLC, both private companies. Mr. Brun is also a trustee of the University at Buffalo Foundation, Inc. and a former trustee of The Episcopal Academy in Merion, Pennsylvania.

Specific experience, qualifications, attributes or skills:

Richard J. Daly, age 56,57, is our Chief Executive Officer and has been a member of our Board of Directors since 2007.

Prior to the March 2007 spin-off of Broadridge from ADP, Mr. Daly served as Group President of the Brokerage Services Group of ADP, as a member of the Executive Committee and a Corporate Officer of ADP since June 1996. In his role as President, he shared the responsibility of running the Brokerage Services Group with John Hogan and was directly responsible for our Investor Communication Solutions business. Mr. Daly joined ADP in 1989, as Senior Vice President of the Brokerage Services Group.Group, following the acquisition by ADP of the proxy services business he founded. Mr. Daly is a member of the Board of Trustees of New York Institute of Technology and is a member of the Advisory Board of the National Association of Corporate Directors (“NACD”).

Specific experience, qualifications, attributes or skills:

Robert N. Duelks, age 54,55, is a member of the Audit Committee and the Governance and Nominating Committee. Mr. Duelks has been a member of our Board of Directors since 2009.

Mr. Duelks served for 26 years in various capacities at Accenture Ltd. Throughout his tenure at Accenture, Mr. Duelks held multiple roles and had responsibilities including and ranging from local client service, and regional operations management to management of global offerings. While at Accenture, he served on multiple leadership committees including the Board of Partners, the Management Committee and was head of the Executive and Operating Committee for the Global Financial Services Operating Group. Prior to joining Accenture, Mr. Duelks was a manager in the operations area of Salomon Brothers, Inc., now part of Citigroup

Inc., where he completed their Operations and Management Training program. Mr. Duelks also serves as a volunteer advisor to the founder of the Academy for Athletes, a privately-heldprivate firm specializing in the development of leadership skills for athletes at the university and professional levels. He is the Chair ElectChairman for the Board of Trustees at Gettysburg College and also serves as a member of the Advisory Board for the Business School at Rutgers University.

Specific experience, qualifications, attributes or skills:

Richard J. Haviland, age 63,64, is our Lead Director, the chair and a member and the chair of the Audit Committee and a member of the Compensation Committee andCommittee. He has been a member of our Board of Directors since 2007.

Mr. Haviland served for 20 years in various executive and financial positions at ADP, most recently as its Chief Financial Officer and a member of its Executive Committee, retiring from ADP in 2001. His experience prior to ADP includes 11 years in the auditing and assurance practice of Touche Ross & Co., a predecessor firm of Deloitte & Touche LLP, a public accounting firm. Mr. Haviland is a former director of Bisys Group, Inc., a provider of outsourcing services to the financial services industry, where he served from 2004 until it was acquired in 2007.

Specific experience, qualifications, attributes or skills:

Sandra S. Jaffee, age 68, is a new nominee to our Board of Directors.

Ms. Jaffee served as Chief Executive Officer of Fortent Inc., a provider of risk and anti-money laundering compliance solutions to global financial services firms from 2005 to 2009, and as Fortent’s Chairman of the Board from 2008 to 2009. Ms. Jaffee joined Warburg Pincus, the private equity firm, in 2004 as Entrepreneur in Residence, where she participated in investment activities focused on the media and business services sectors. Previously, Ms. Jaffee spent approximately 23 years in various executive positions at Citigroup Inc. including, from 1995 to 2003, as President and Chief Executive Officer of Citibank’s Global Securities Services division where she was responsible for the bank’s securities processing and transaction businesses; serving global issuers, intermediaries, and investors. During her tenure at Citigroup, Ms. Jaffee was also responsible for relationship management and client coverage for Citigroup’s Financial Institutions in Global Transaction Services. Ms. Jaffee is currently on the board of The Hartford Mutual Funds, a subsidiary of the Hartford Financial Services Group, Inc., and serves as a Trustee of Muhlenberg College in Allentown, Pennsylvania. Ms. Jaffee was a member of the Supervisory Board of Deutsche Borse AG, operator of the Frankfurt Stock Exchange, a German public company, from 2003 to 2004. She was a member of the board of Institutional Shareholder Services Inc. (“ISS”), a private corporate governance company, from 1994 until ISS was acquired by RiskMetrics Group, Inc. (“RiskMetrics”) in 2007. RiskMetrics was acquired by MSCI, Inc. in 2010.

Specific experience, qualifications, attributes or skills:

Alexandra Lebenthal, age 45,46, is a member of the Audit Committee and the Governance and Nominating Committee and has been a member of our Board of Directors since 2007.

Since 2006, Ms. Lebenthal has been President and Chief Executive Officer of Lebenthal & Co. LLC, and its wealth management division, Alexandra & James Inc., a financial services company which she co-founded. Prior to forming Lebenthal & Co. LLC, Ms. Lebenthal was Chief Executive Officer, Executive Vice President of the Lebenthal Division of Advest Inc. from January 2002 until December 2005. Ms. Lebenthal is a director and the treasurer of Care Investment Trust and the Securities Industry and Financial Markets Association (SIFMA). Ms. Lebenthal is a member of The Committee of 200, a leading organization for female businesswomen. She also serves as a board member of the School of American Ballet and is involved with several other leading New York cultural institutions including The Business Council of The Metropolitan Museum of Art, the Capital Campaign for the Museum of the City of New York, the American Museum of Natural History, and the New York Botanical Garden. Ms. Lebenthal served as a director of Care Investment Trust, a real estate investment trust, from 2007 to 2010.

Specific experience, qualifications, attributes or skills:

Stuart R. Levine, age 62,63, is a member of the Compensation Committeechair and a member and the chair of the Governance and Nominating Committee and a member of the Compensation Committee. He has been a member of our Board of Directors since 2007.

Mr. Levine is the founder, Chairman and Chief Executive Officer of Stuart Levine and Associates LLC, an international management consulting and leadership development company. From September 1992 to June 1996, he was Chief Executive Officer of Dale Carnegie & Associates, Inc., a provider of leadership, communication and sales skills training. Mr. Levine is a Lead Director for J. D’Addario & Company, Inc., a private manufacturer of musical instrument accessories, and is a former Lead Director for Gentiva Health Services, Inc., a provider of home healthcare services.accessories. He also serves on the board of North Shore-Long Island Jewish Health System. In addition, Mr. Levine is the bestselling author of “The Leader in You” (Simon & Schuster 2004), “The Six Fundamentals of Success” (Doubleday 2004) and “Cut to the Chase” (Doubleday 2007). Mr. Levine is the former Lead Director for Gentiva Health Services, Inc., a provider of home healthcare services, where he served from 2000 to 2009. He also served as a director of European American Bank from 1995 to 2001 and The Olsten Corporation, a provider of staffing solutions, from 1994 to 2000. Mr. Levine is a former Chairman of Dowling College as well as a former Member of the New York State Assembly. His prior directorships include European American Bank, The Olsten Corporation

Specific experience, qualifications, attributes or skills:

Thomas J. Perna, age 59,60, is a member of the Audit Committee and the Compensation Committee. He has been a member of our Board of Directors since 2009.

Mr. Perna is the Chairman and Chief Executive Officer of Quadriserv, Inc., a company that provides technology products for the securities lending industry. Prior to joining Quadriserv, Inc. in 2005, Mr. Perna served as Senior Executive Vice President of The Bank of New York, now known as The Bank of New York Mellon, in its Financial Institutions Banking, Asset Servicing and Broker Dealer Services sectors. He was responsible for over 6,000 employees globally. Mr. Perna joined theThe Bank of New York in 1986. In addition, Mr. Perna currently serves as a member of the Board of Trustees of Pioneer Mutual Fund Group, overseeing 62 open-end and closed-end investment companies in a mutual fund complex, a position he has held since 2006.

Specific experience, qualifications, attributes or skills:

Alan J. Weber, age 60,61, is the chair and a member of the Compensation Committee and a member of the Audit Committee and the Governance and Nominating Committee andCommittee. He has been a member of our Board of Directors since 2007. He

Mr. Weber is the Chief Executive Officer of Weber Group LLC, a private investment firm. Mr. Weber retired as Chairman and Chief Executive Officer of U.S. Trust Corporation and as a member of the executive committee of the Charles Schwab Corporation in 2005. Previously, he was the Vice Chairman and Chief Financial Officer of Aetna Inc., where he was responsible for capital management, information technology, investor relations, e-business and financial operations. He also held

a number of senior level positions at Citibank N.A., where he worked from 1971 to 1998, including Chairman of Citibank International and Executive Vice President of Citibank. During his tenure at Citibank, Mr. Weber oversaw operations in approximately 30 countries, including assignments in Japan, Italy and Latin America. Mr. Weber serveshas served as a director of Diebold, Inc., a provider of self-service delivery and security systems and services, since 2007. He is also on the boards of OnForce, Inc., an IT services company he helped establish, and Keane, Inc., a business process and information technology company.company, both private companies.

Specific experience, qualifications, attributes or skills:

Arthur F. Weinbach, age 66,67, is our Executive Chairman andof the Board. He has served as the Chairman of our Board of Directors since 2007.

Mr. Weinbach served as our Executive Chairman from April 2007 to July 2010. Prior to the spin-off of Broadridge from ADP, Mr. Weinbach was associated with ADP from 1980 to 2007. He served as Chairman of the Board and Chief Executive Officer of ADP from 1998 to 2006. He retired as Chief Executive Officer of ADP in 2006 and retired as Chairman of ADP’s Boardboard in 2007. Mr. Weinbach held a variety of positions of increasing responsibility since joining ADP, in 1980, including two years as President and Chief Executive Officer, and two years as President and Chief Operating Officer. Prior to that, he was the Chief Financial Officer of ADP for almost 10 years. Earlier, Mr. Weinbach isheld various positions in the public accounting firm of Touche Ross & Co., a directorpredecessor firm of Deloitte & Touche LLP, and was a partner from 1975 to 1979. Mr. Weinbach has served on the board of CA, Inc., an information technology software and service company, since 2008, and was appointed non-executive Chairman of CA, Inc. in 2010. He has been a member of the board of The Phoenix Companies, Inc., a provider of life insurance and annuity products, since 2008. Mr. Weinbach has also served on the boards of Schering-Plough Corporation, Inc., a pharmaceutical manufacturer, from 1999 to 2009, and First Data Corporation, Inc., a provider of electronic commerce and payment solutions, from 2000 to 2006. He is also on the Board of Trustees of New Jersey SEEDS, a charitable organization.organization providing academic enrichment and leadership programs for high-achieving, low-income youth.

Specific experience, qualifications, attributes or skills:

Required Vote

Each director nominee receiving a majority of the votes cast at the 20092010 Annual Meeting, in person or by proxy, and entitled to vote in the election of directors, will be elected.elected; provided that a quorum is present. In determining whether such nominees have received the requisite number of affirmative votes, abstentions will have the same effect as a vote against a nominee, and broker non-votes will have no effect on the outcome of the vote on the election of directors.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR THE ELECTION OF THE NINE NOMINEES: MESSRS. BRUN, DALY, DUELKS, HAVILAND, LEVINE, PERNA, WEBER AND WEINBACH AND MS. LEBENTHAL

ALL NOMINEES

CORPORATE GOVERNANCE

The Board of Directors

The directors hold regular meetings, attend special meetings as required and spend such time on the affairs of the Company as their duties require. The Company’s Corporate Governance Principles provide that directors are expected to attend in person regular Board meetings and the Annual Meeting of Stockholders and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. In fiscal year 2009,2010, the Board of Directors held a total of six10 meetings, regular and special. All directors of the Company attended at least seventy-five percent (75%) of the meetings of the Board of Directors and of the committees on which they served during the period.

The Board of Directors has three standing committees, each of which is comprised solely of non-management directors and is led by an independent chair. The non-management directors meet in executive sessions during each regular Board meeting and committee meeting. At least once a year, our non-management directors will meet to review the Compensation Committee’s annual review of the Chief Executive Officer. The Company has a procedure by which the presiding director at each executive session changes each meeting and rotates, consecutively, among the non-management chairpersonschairs of the Audit, Compensation, and Governance and Nominating Committees.

Board Leadership Structure

The Board is currently led by our non-executive Chairman, Mr. Weinbach, and by Mr. Haviland, a non-management director who serves as the Board’s Lead Director. Mr. Weinbach served as Executive Chairman and member of the Company’s management until July 2010 and he is not, therefore, independent. Our Corporate Governance Principles do not specify a policy with respect to the separation of the positions of Chairman and Chief Executive Officer or with respect to whether the Chairman should be a member of management or a non-management director. The Board recognizes that there is no single, generally accepted approach to providing Board leadership, and given the dynamic and competitive environment in which we operate, the Board’s leadership structure may vary as circumstances warrant. The Board has determined that the leadership of the Board is currently best conducted by a Chairman. The Chairman provides overall leadership to the Board in its oversight function, while the Chief Executive Officer, Mr. Daly, provides leadership with respect to the day-to-day management and operation of our business. We believe the separation of the offices allows Mr. Weinbach to focus on managing Board matters and allows Mr. Daly to focus on managing our business. In addition, we believe the separation of the offices enhances the objectivity of the Board in its management oversight role. To further enhance the objectivity of the Board, the members of the Board, other than Mr. Weinbach and Mr. Daly, are independent.

In 2009, the Board created the role of Lead Director and appointed Mr. Haviland as the Lead Director. The Lead Director is designated by the non-management directors of the Board, based on the recommendation of the Governance and Nominating Committee. The role will rotate among the independent directors with such frequency as the independent directors may determine. The Lead Director has the following duties and responsibilities:

The Board believes that having an independent Lead Director vested with key duties and responsibilities and three independent Board committees chaired by independent directors provides a formal structure for strong independent oversight of the Chairman and the Company’s management team.

Committees of the Board

The Audit Committee

The Board of Directors has a standing Audit Committee as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the current members of which are Messrs. Brun,Mr. Haviland, Mr. Duelks, Ms. Lebenthal, Mr. Perna, and Weber and Ms. Lebenthal.Mr. Weber. Mr. Haviland serves as the Chairman of the Audit Committee. The Board of Directors has determined that each of the members of the Audit Committee is “independent” as defined by NYSE listing standardsListing Standards and the rules of the Securities and Exchange Commission (the “SEC”) applicable to audit committee members, and that Messrs.Mr. Haviland and Mr. Weber qualify as “audit committee financial experts” as defined in the applicable SEC rules. The Audit Committee has a charter, which was amended in April 2009,August 2010, under which its primary purpose is to assist the Board in overseeing (i) the Company’s systems of internal controls regarding finance, accounting, legal and regulatory compliance; (ii) the Company’s auditing, accounting and financial reporting processes generally; (iii) the Company’s financial statements and other financial information provided by the Company to its stockholders and the public; (iv) the Company’s compliance with legal and regulatory requirements; and (v) the performance of the Company’s Internal Audit Department and independent auditors. In fiscal year 2009,2010, the Audit Committee held six meetings.

The Compensation Committee

The Board of Directors has a standing Compensation Committee, the current members of which are Messrs.Mr. Weber, Mr. Brun, Mr. Haviland, Mr. Levine, Haviland and McInerney. Mr. McInerneyPerna. Mr. Weber serves as the Chairman of the Compensation Committee; however, he is not standing for re-election to the Board.Committee. The Board of Directors has determined that each member of the Compensation Committee is “independent” as defined by NYSE listing standards.Listing Standards. In addition, each member of the Compensation Committee is independent for purposes of the applicable SEC and tax rules. The Compensation Committee has a charter under which its responsibilities and authorities include reviewing the Company’s compensation strategy, reviewing the performance of the senior management, approving the compensation for the Chief Executive Officer and evaluating the Chief Executive Officer’s performance.Officer. In addition, the Compensation Committee approves and administers employee benefit plans and takes such other action as may be appropriate or as directed by the Board of Directors to ensure that the compensation policies of the Company are reasonable and fair.

As necessary, the Compensation Committee consultsconsulted with Towers Perrin, Forster & Crosby, Inc.Watson (“Towers PerrinWatson”) as its independent compensation consultant to advise the Compensation Committee on matters related to

our executive officers’ and directors’ compensation and general compensation programs. Towers Perrin assistsWatson assisted the Compensation Committee by providing comparative market data on compensation practices and programs. Towers PerrinWatson also providesprovided guidance on industry best practices. In fiscal year 2010, the Compensation Committee held six meetings. For further discussion of the roleroles of the Compensation Committee and Towers Watson, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis.” In fiscal year 2009, the Compensation Committee held four meetings.

The Governance and Nominating Committee

The Board of Directors also has a standing Governance and Nominating Committee, the current members of which are Messrs.Mr. Levine, McInerney and WeberMr. Brun, Mr. Duelks, and Ms. Lebenthal. Mr. Levine serves as Chairman of the Governance and Nominating Committee. Mr. McInerney is not standing for re-election to the Board. The Board of Directors has determined that each member of the Governance and Nominating Committee is “independent” as defined by NYSE listing standards.Listing Standards. The Governance and Nominating Committee has a charter, which was amended in April 2009, under which its responsibilities and authorities include (i) identifying individuals qualified to become Board members and recommending that the Board select a group of director nominees for each annual meeting of the Company’s stockholders; (ii) ensuring that the Audit, Compensation and Governance and Nominating Committees of the Board of Directors shall have the benefit of qualified and experienced “independent”independent directors; and (iii) developing and recommending to the Board a set of effective corporate governance policies and procedures applicable to the Company. In fiscal year 2009,2010, the Governance and Nominating Committee held four meetings.

Nominee QualificationsNomination Process

When seeking candidates for director, the Governance and Nominating Committee may solicit suggestions from incumbent directors, management, stockholders or others. While the Governance and Nominating Committee has authority under its charter to retain a search firm for this purpose, no such firm has been retained. After conducting an initial evaluation of a potential candidate, the Governance and Nominating Committee will interview that candidate if it believes such candidate might be suitable to be a director. The candidate may also meet with members of the Board other than the members of the Governance and Nominating CommitteeCommittee. At the candidate’s request, they may also ask the candidate to meet with management. If the Governance and Nominating Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board that candidate’s election.

The Governance and Nominating Committee selects each nominee based on the nominee’s skills, achievements and experience. The Corporate Governance Principles provide that director nominees should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions they can make.

The Governance and Nominating Committee considers a variety of factors in selecting candidates, including, but not limited tocandidates. The minimum characteristics that the following:Governance and Nominating Committee believes must be met include: independence, wisdom, integrity, an understanding and general acceptance of the Company’s corporate philosophy, valid business or professional knowledge and experience, a proven record of accomplishment with excellent organizations, an inquiring mind, a willingness to speak one’s mind, an ability to challenge and stimulate management, and a willingness to commit time and energy.

In making its selection of candidates to recommend for election, the Corporate Governance Principles provide that the Board seeks members from diverse professional, racial, cultural, ethnic and gender backgrounds that combine a broad spectrum of experience and expertise with a reputation for integrity. Exceptional candidates who do not meet all of these criteria may still be considered.

The Corporate Governance Principles do not provide for a fixed number of directors, but provide that the optimum size of the Company’s Board of Directors is 8 to 12 directors.

This year, the Board has determined to increase the size of the Board to 10 directors and has selected one nominee, Sandra S. Jaffee, for election to the Board of Directors who has not previously stood for election to the Board. Ms. Jaffee was identified by one of the other Board members.

Stockholders who wish to submit nominees for election at an annual or special meeting of stockholders should follow the procedure described on page 73. The Governance and Nominating Committee will apply the same standards in considering candidates submitted by stockholders as it does in evaluating candidates submitted by members of the Board of Directors.

The Board’s Role in Risk Oversight

The Company’s management is responsible for managing risks affecting the Company, including identifying, assessing and appropriately mitigating risk. The responsibilities of the Board of Directors include oversight of the Company’s risk management processes. The Board of Directors has two primary methods of overseeing risk. The first method is through the Company’s Enterprise Risk Management (“ERM”) process which allows for full Board oversight of the most significant risks facing the Company. The second is through the functioning of the Board’s committees.

Management established the ERM process to ensure a complete company-wide approach to risk over five distinct but overlapping core areas:

The goal of the ERM process is to provide an ongoing process, effected at all levels of the Company across each business unit and corporate function to identify and assess risk, monitor risk, and agree on mitigating action. Central to Broadridge’s risk management process is its risk committee, which oversees management’s identification and assessment of the key risks in the Company, and reviews the controls management has in place with respect to these risks. The risk committee is comprised of executive officers of the Company including the President and Chief Operating Officer, Chief Financial Officer, General Counsel, Chief Information Officer, and Corporate Vice President, Human Resources. The risk committee communicates the results of its work directly to the Chief Executive Officer and the Board. The Chief Executive Officer, President and Chief Operating Officer, and Chief Financial Officer meet monthly to discuss specific risks and the Company’s risk management processes.

In addition, the Board and the Audit and Compensation Committees of the Board oversee specific areas of risk as follows:

The Chairs of the Audit Committee and Compensation Committee may address risks directly with management, or, where appropriate, may elevate a risk for consideration by the full Board. The ERM process and the full Board and committee approach to risk management leverages the Board’s leadership structure to ensure that risk is overseen by the Board on both a Company-wide approach and through specific areas of competency.

Communications with the Board of Directors

All interested parties who wish to communicate with the Board of Directors or any of the non-management directors, may do so by sending a letter to the Corporate Secretary, Broadridge Financial Solutions, Inc., 1981 Marcus Avenue, Lake Success, New York 11042, and should specify the intended recipient or recipients. All such communications, other than unsolicited commercial solicitations or communications, will be forwarded to the appropriate director or directors for review. Any such unsolicited commercial solicitation or communicationcommunications not forwarded to the appropriate director or directors will be available to any non-management director who wishes to review it. The Governance and Nominating Committee, on behalf of the Board, will review any letters it may receive concerning the Company’s corporate governance processes and will make recommendations to the Board based on such communications.

Website Access to Corporate Governance Documents

The Company has adopted a Code of Business Conduct and Ethics (the “Code of Business Conduct”) and a Code of Ethics for Principal Executive Officer and Senior Financial Officers (the “Code of Ethics”) which applies, among others, to the Company’s principal executive officer, principal financial officer and controller.

Copies of the charters for the Audit Committee, the Compensation Committee and the Governance and Nominating Committee, as well as the Company’s Corporate Governance Principles, Code of Business Conduct and the Code of Ethics, are available free of charge on the Company’sour corporate website atwww.broadridge-ir.comwww.broadridge.com under the heading “Investor Relations—Corporate Governance” or by writing to Investor Relations,the Corporate Secretary, Broadridge Financial Solutions, Inc., 1981 Marcus Avenue, Lake Success, New York 11042. The Company will also post on its website any amendment to the Code of Business Conduct and the Code of Ethics and any waiver of the Code of Business Conduct or the Code of Ethics granted to any of its directors or executive officers to the extent required by applicable rules.

Certain Relationships and Related Transactions

The Company does not have a written policy pertaining solely to the approval or ratification of “related party transactions.” However, the Company has adopted a Code of Business Conduct as noted elsewhere in this section that, among other things, prohibits Company personnel, including members of the Board of Directors from exploiting their positions or relationships with Broadridge for personal gain. In that regard such personnel must avoid:

The Code of Business Conduct applies to all Broadridge personnel and its Board of Directors. There shall be no waiver of any part of the Code of Business Conduct, except by a vote of the Board of Directors or a designated committee, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect Broadridge.

In the fiscal year ended June 30, 2009,2010, the Company did not engage in any transaction with a related person in which the amount involved exceeded $120,000.

Director Attendance at Annual Meetings

The Company does not have a formal policy with regard to the directors’ attendance at annual meetings of stockholders. Generally, however, Board and committee meetings are held the same day as the annual meeting of stockholders, with directors attending the annual meeting. All of the directors attended the Company’s 2009 annual meeting of stockholders.

DIRECTOR COMPENSATION

The Compensation of our non-management directors is determined by the Compensation Committee. The table below sets forth cash and equity compensation paid to our non-management directors in the fiscal year ended June 30, 2009.2010. Mr. Daly’s compensation as Chief Executive Officer is reflected in the “Summary Compensation Table” of the “Executive Compensation” section of this Proxy Statement. Mr. Weinbach’s compensation is set forth below in the “Compensation of the Executive Chairman and Chairman of the Board of Directors” section. Mr. Daly and Mr. Weinbach dodid not receive any cash or equity compensation for their participation on the Broadridge Board of Directors.

The table below on non-management director compensation includes the following compensation elements:

Annual Compensation. In fiscal year 2009,2010, non-management directors received an annual retainer of $40,000 and meeting fees of $1,500 for each Board meeting, and $1,500 for each Committeecommittee meeting, attended

(even (even if held on the same date). A director’s attendance at Board or Committeecommittee meetings by telephone results in payment of one-half of the standard meeting fee. The Chairman of the Audit Committee receives an additional $15,000 per year; the Chairman of each of the Compensation Committee and the Governance and Nominating Committee receives an additional $10,000 per year. RetainerAll retainer and meeting fees are paid in cash.

Directors may elect to defer 100% of their retainer and meeting fees into a notional account. Elections are made annually on a calendar year basis. Accounts can earn value over time based on the growthare adjusted to reflect changes in Broadridge’s stockCommon Stock price. Participants receive distributions of their deferrals plus any subsequent stock price gains upon their departure from the Board of Directors. This election is made prior to the beginning of the calendar year in which the retainers and fees are earned and is irrevocable for the entire calendar year. Directors are also reimbursed for their reasonable expenses in connection with attending Board of Director and Committeecommittee meetings and other Company events.

Equity Compensation. Non-management directors are eligible to receive stock options under the 2007 Omnibus Award Plan. All options are granted with an exercise price equal to the closing price of Broadridgethe Common Stock on the date of the grant. In April 2009, the Compensation Committee adopted a policy that all stock option grants be made effective two business days following the Company’s next quarterly earnings release. All options granted to our non-management directors are fully vested upon grant, and have a term of 10 years. On May 13, 2009,12, 2010, each non-management member of the Board was granted 11,20015,100 stock options with an exercise price of $17.66. The$21.94.

Each non-management director is also encouraged to own an amount of the Common Stock equal to at least twice the value of the annual retainer paid by the Company expects to grant non-managementeach such director. All directors stock options on an annual basis.have met this ownership objective.

Other Compensation. Non-management directors may participate in the Broadridge Director & Officer Matching Gift Program on the same terms as the Company’s executive officers. Under this program, the Company will contribute an equal amount to any qualified tax-exempt organization that a director supports up to a maximum Company contribution of $10,000 per calendar year.

Fiscal Year 20092010 Non-Management Director Compensation

(2)

ThisThe amounts set forth in this column representsrepresent the compensation cost recordedaggregate grant date fair value of option awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, Stock Compensation (“FASB ASC Topic 718”), formerly referred to as SFAS No. 123R, excluding the effect of estimated forfeitures. See Note 12, “Stock-Based Compensation,” to the Company’s consolidated financial statements for the year ended June 30, 2010 included in our annual report on Form 10-K for the fiscal year ended June 30, 20092010, for the relevant assumptions used to determine the valuation of these awards. The fair value of each named individual in accordance withoption award is estimated on the provisionsdate of Financial Accounting Board Statement of Financial Accounting No. 123R, “Share-Based Payment” (“SFAS No. 123R”). These amounts reflectgrant using the Company’s accounting expense for these awards and do not correspond to the actual value that might be realized by the named individuals.binomial stock option valuation method. The total number of stock options outstanding for each non-management director as of June 30, 2009,2010, all of which are exercisable, are as follows: 36,30051,400 (Mr. Brun); 36,30015,100 (Mr. Duelks); 51,400 (Mr. Haviland); 36,30051,400 (Ms. Lebenthal); 36,30051,400 (Mr. Levine); 36,3000 (Mr. McInerney); 15,100 (Mr. Perna); and 36,30051,400 (Mr. Weber).

Fiscal Year 20102011 Non-Management Director Compensation Changes

In August 2009,2010, the Compensation Committee determinedelected to make nothe following changes to non-management director compensation for fiscal year 2010.2011:

1. Increase the retainer from $40,000 to $50,000.

2. Provide the Lead Director an additional retainer of $15,000 for his service in the role of Lead Director.

3. Continue to award $90,000 in equity, split evenly between deferred stock units and stock options.

Compensation of the Executive Chairman and Chairman of the Board of Directors

Mr. Weinbach is a Broadridge employee, servingserved as theour Executive Chairman andthrough June 30, 2010. He has served as Chairman of the Board of Directors.Directors since 2007. In fiscal year 2009,2010, his annual compensation consisted of:

1. $500,000 base salary, paid monthly.

2. An annual stock option grant with a value of $180,000 (as determined under a binomial valuation model). This grant was made on May 12, 2010 in the amount of 30,300 stock options with an exercise price of $21.94 per share, the closing price of the Common Stock on the grant date. The stock options vested in full on the grant date and have a 10-year term.

3. In recognition of his service to Broadridge, a special option award with a value of $500,000 (as determined under a binomial valuation model), a termination date 10 years from the date of the. This grant and a ratable vesting schedule of 20% per year starting at the first anniversary of the grant date. The actual number of options granted will be determined annually at the time of grant by dividing $500,000 by the binomial value for each Broadridge stock option. Mr. Weinbach received a stock option grantwas made on May 13, 200912, 2010 in the amount of 62,00084,000 stock options with an exercise price of $17.66$21.94 per share, which is equal to the closing price of Broadridgethe Common Stock on the grant date. The stock options vest 20% per year starting on the first anniversary of the grant date and have a 10-year term.

4. Under the Company’s Matching Gift Program, a Company match of $5,000 of contributions to qualified tax-exempt organizations.

Effective July 1, 2010, Mr. Weinbach became the Company’s non-executive Chairman of the Board. His pay for fiscal year 2011 will consist of the following elements:

1. $180,000 cash retainer, paid quarterly, with no additional payments for meeting attendance.

2. An annual equity grant with a value of $180,000, split evenly between deferred stock units and stock options.

3. Under the Company’s Matching Gift Program, thea Company matchedmatch of up to $10,000 of contributions to qualified tax-exempt organizations made by Mr. Weinbach in fiscal year 2009.per calendar year.

MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding individuals who serve as our executive officers. Information about the individuals who serve as our directors is set forth in the “Election of Directors—Information About the Nominees” section of this Proxy Statement.

Arthur F. Weinbach. Mr. Weinbach is our Executive Chairman and Chairman of our Board of Directors. Mr. Weinbach’s biographical information is set forth in the “Election of Directors—Information About the Nominees” section of this Proxy Statement.

Richard J. Daly.Mr. Daly is our Chief Executive Officer and a member of our Board of Directors. Mr. Daly’s biographical information is set forth in the “Election of Directors—Information About the Nominees” section of this Proxy Statement.

John Hogan. Mr. Hogan is our President and Chief Operating Officer. Prior to the spin-off, of Broadridge from ADP, he served as Group President of the Brokerage Services Group of ADP and as a member of the Executive Committee and a Corporate Officer of ADP, positions he held since June 1996. In his role as President, he shared the responsibility of running the Brokerage Services Group with Mr. Daly and was directly responsible for our Securities Processing Solutions and Clearing and Outsourcing Solutions businesses. He joined ADP in 1993 as Senior Vice President and Chief Operations Officer of the Proxy Services business.

Adam D. Amsterdam. Mr. Amsterdam is our Corporate Vice President, General Counsel and Secretary. Mr. Amsterdam is responsible for all legal matters related to the Company. Prior to the spin-off, of Broadridge from ADP, he served as Associate General Counsel and Staff Vice President of ADP since January 2006. Mr. Amsterdam joined ADP in 1991 as Corporate Counsel responsible for the Brokerage Services business. In 1994, he was promoted to Senior Corporate Counsel of ADP. Mr. Amsterdam was promoted in 1996 to Assistant General Counsel and then again in 2002 to Associate General Counsel of ADP.

Joseph Barra. Mr. Barra is our Corporate Vice President, ClearingSPS International and Global Outsourcing Solutions. He is responsible for our Clearinginternational securities processing services and Outsourcing Solutions business.outsourcing solutions businesses. Mr. Barra joined ADP’s Brokerage Services Business in 2005 as the President of ADP Clearing & Outsourcing Services, Inc. Prior to joining ADP, he was instrumental in establishing National Investor Services Corp. (NISC) as TD Waterhouse’s affiliate clearing broker-dealer, and served as its President and Chief Executive Officer from 1996 to 2005. During that time, he took on increasing responsibilities within TD Waterhouse that included overseeing its capital markets group, nationwide call centers and investment centers and also served as President, TD Waterhouse Securities Inc.

J. Peter Benzie. Mr. Benzie is our Corporate Vice President, Sales. He is responsible for global sales for our three businesses. Mr. Benzie joined ADP’s Brokerage Services Business in 2005 as Executive Vice President, Global Chief Sales Officer. Prior to joining ADP, he served as Executive Vice President of National Financial, a unit of Fidelity Investments from 2001. In that role, he was responsible for Fidelity’s correspondent

clearing business. He joined Fidelity in 1996, as Executive Vice President in the Private Wealth Management area where he managed Fidelity’s retail branches, phone sites, operations, sales, marketing and products.

Maryjo T. Charbonnier.Ms. Charbonnier is our Corporate Vice President, Human Resources. She is responsible for all aspects of Human Resources within Broadridge. She joined the Company in August 2008 and was promoted to her current role in June 2009. Prior to joining Broadridge, Ms. Charbonnier held many senior human resource positions at PepsiCo, Inc. in the United States, (U.S.), Canada and Mexico over a 13-year period. In her last role at PepsiCo, she was the Vice President of Talent Sustainability PepsiCo Foods and she led the talent management strategy and implementation for PepsiCo’s largest division.

Douglas R. DeSchutter. Mr. DeSchutter is our Corporate Vice President, Strategic Development. Commencing in October 2009,Customer Communications. Mr. DeSchutter’s responsibilities include transaction reporting, electronic communications, document management, and information distribution services. Previously,new account processing solutions. Prior to his responsibilities includedcurrent role, Mr. DeSchutter was Chief Strategy and Business Development Officer for Broadridge, responsible for mergers and acquisitions, and the development of our long-term growth strategy including strategic planning and new market opportunities.strategy. Prior to the spin-off, of Broadridge from ADP, Mr. DeSchutter served as Vice President of Corporate Development for ADP from 2002 until he was promoted to Staff Vice President of Corporate Development in 2006. Prior to joining ADP in 2002, he was Vice President of Mergers & Acquisitions at Lehman Brothers focusing on the technology sector.

Timothy C. Gokey.Mr. Gokey is our Senior Vice President, Chief Corporate Development Officer. Mr. Gokey joined Broadridge in 2010 and his responsibilities include overall growth initiatives including strategy, mergers and acquisitions, partnerships, and other growth-related activities. Prior to joining Broadridge, Mr. Gokey was President of the Retail Tax business at H&R Block from 2004 to 2009. Previously, Mr. Gokey spent 13 years at McKinsey and Company, a global consulting firm, most recently as a partner of the firm. At McKinsey, Mr. Gokey served over two dozen Fortune 500 and 1000 companies primarily in the financial services industry. He also led McKinsey’s North American Financial Services Marketing Practice.

Robert F. Kalenka. Mr. Kalenka is our Corporate Vice President, Global Procurement and Facilities. In addition to being responsible for global procurement and facilities, he is responsible for the operations of our Investor Communication Solutions business. Mr. Kalenka joined ADP’s Brokerage Services Business in 1992 in the Investor Communication Services Division as Director of Finance. He was promoted to Vice President of Operations of the Investor Communication Services Division in 1994, and again as Chief Operating Officer and Senior Vice President of the Investor Communication Services Division in 1999.

Charles J. Marchesani. Mr. Marchesani is our Corporate Vice President, Securities Processing Solutions. He is responsible for our securities processing services.services in the U.S. Mr. Marchesani joined ADP’s Brokerage Services Business in 1992 in the Market Data Services Division as Director of the Help Desk and served in various roles of increasing responsibility within the Brokerage Processing Services business until he was promoted to General Manager of the Brokerage Processing Services business in 2005.

Gerard F. Scavelli. Mr. Scavelli is our Corporate Vice President, Investor Communication Solutions. In 2008, he assumed responsibilityHe is responsible for ourall mutual fund solutions group. Previously, Mr. Scavelli was responsible for our financial informationservices including proxy distribution and solicitation, marketing communications, transaction reporting, and data aggregation services. Mr. Scavelli joined ADP’s Brokerage Services Business in 1997 as Vice President of Business Development. In 1999, he was promoted to Senior Vice President and General Manager of Information Distribution Services.

Robert Schifellite. Mr. Schifellite is our Corporate Vice President, Investor Communication Solutions. He is responsible for our beneficial, registered and global proxy communications services and our reorganization/corporate actions and tax reporting services. In 2008, he also assumed responsibility for our financial information distribution and transaction reporting services. Mr. Schifellite joined ADP’s Brokerage Services Business in 1992 as Vice President, Client Services. In 1996, he was promoted to Senior Vice President and General Manager of Investor Communication Services.

Dan Sheldon. Mr. Sheldon is our Corporate Vice President and Chief Financial Officer. He joined ADP in 1984 as Director of Internal Audit. During his tenure with ADP, he held various senior financial management positions in most of the major business units, including as Chief Financial Officer of the Brokerage Services Business of ADP. Mr. Sheldon was appointed Corporate Vice President and Controller of ADP in June 2003. In addition to his role as Controller, he was responsible for ADP’s shared services operations and finance information systems.

OWNERSHIP OF COMMON STOCK BY

MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table shows the number of shares of Common Stock beneficially owned by each director, each director nominee, and each executive officer named in the Summary Compensation Table (the “Named Executive Officers”), and by all directors and executive officers as a group.

The information set forth below is as of August 31, 2009,2010, and is based upon information supplied or confirmed by the named individuals. The address of each person named in the table below is c/o Broadridge Financial Solutions, Inc., 1981 Marcus Avenue, Lake Success, New York 11042.

The following table sets forth, as of August 31, 2009,2010, the amount of beneficial ownership of each beneficial owner of more than five percent (5%) of the Company’s Common Stock:

Beneficial Owner		Number of Common Shares Beneficially Owned		Percentage of Common Shares Beneficially Owned
BlackRock, Inc. (1)		9,512,281		6.5	%

The address of Barclays Global Investors, NA and Barclays Global Fund Advisors is 400 Howard Street, San Francisco, California 94105. The address of Barclays Global Investors, LTD is Murray House, 1 Royal Mint Court, London, EC3N 4HH. The address of Barclays Global Investors Japan Limited is Ebisu Prime Square Tower, 8th Floor, 1-1-39 Hiroo Shibuya-Ku, Tokyo, 150-8402, Japan. The address of Barclays Global Investors Canada Limited is Brookfield Place, 161 Bay Street, Suite 2500, P.O. Box 614, Toronto, Ontario, Canada M5J 2S1. The address of Barclays Global Investors Australia Limited is Level 43, Grosvenor Place, 225 George Street, P.O. Box N43, Sydney, Australia NSW 1220.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview

As required by its charter, the BroadridgeThe Compensation Committee has oversight of the Board of Directors determines the compensation for our executive officers. The committee considers, adopts, reviews, and revises executive officer compensation plans, programs, and guidelines, and reviews and determines all elementscomponents of each executive officer’s compensation.

This section of the Proxy Statement explains how our executive compensation ofprograms are designed and operate with respect to Broadridge’s executive officers includinglisted on the Summary Compensation Table on page 45 (the chief executive officer, chief financial officer, and three other most highly compensated executive officers in a particular year, referred to as the “Named Executive Officers”):

The “Executive Compensation” section presents compensation earned by the Named Executive Officers in 2010, 2009, and it approves2008, with the total compensation packagesexception of Mr. Gokey who joined the Executive Chairman and the Chief Executive Officer. In practice, the Compensation Committee is involvedCompany in the review and approval of all compensation decisions related to all of the Named Executive Officers. The Compensation Committee plays a significant role in the evolution of Broadridge’s executive compensation strategies and policies in order to ensure that such compensation strategies and policies support our long-term business strategy and enhance our performance and return to stockholders.

To help guide and facilitate this role where necessary, the Broadridge Compensation Committee engaged Towers Perrin as its independent compensation consultant, to provide compensation market analysis and insight with respect to our executive officers, including the Named Executive Officers. Please see the “Corporate Governance” section of this Proxy Statement for additional information about the role of Towers Perrin.

The Broadridge Compensation Committee consults with Broadridge’s Executive Chairman, Chief Executive Officer, Corporate Vice President of Human Resources, and General Counsel who provide compensation data and make recommendations on the compensation policies. In addition, the Company’s Corporate Vice President of Human Resources provides compensation-related information to the independent compensation consultant. In evaluating the performance of the Chief Executive Officer, the Compensation Committee also takes into account the performance review of the Chief Executive Officer conducted by the Executive Chairman.April 2010.

Broadridge Compensation Program Design

The Broadridge Compensation Committee designed an executive compensation package for the Named Executive Officers with the following principal compensation elements:

We also provide:

Compensation Program Objectives and Rewards

Broadridge’sThe Company’s executive officer compensation programs are designed to enable us to achieve our goal of long-term value creation for stockholders. The programs’ objectives are:

We measure the achievement of these objectives by monitoring executive recruiting and retention, productivity,the market competitiveness of the Company’s compensation programs, the Company’s financial and operational performance, and executive recruiting, engagement and market competitiveness.retention.

All of the compensation and benefits programs for our Named Executive Officers described below enable Broadridge to attract, retainengage and motivateretain the highly talented individuals who will enable us to succeed in a highly competitive marketplace. Each of the compensation elements are designed to achieve the objectives set forth above.certain objectives:

Generally, Broadridge provides its executive officers a total compensation package of base salary, annual cash incentive award, and long-term incentive awards. TheOur goal is to pay a total compensation package valued at the median of the external market for target Company performance, and above or below the median of the external market for superior companyor inferior Company performance, as defined by profitability and the long-term growth in total stockholder return.financial growth. The “external market” utilized by the Compensation Committee in making compensation decisions is described in greater detail in the “Peer Group Selection and Market Data” section below and in the descriptions of various compensation determinations in this Compensation Discussion and Analysis section of the Proxy Statement.

In addition, in fiscal year 2010, Broadridge has initiatedcompleted a multi-yearthree-year program that was intended to increase total equity ownership among its executive officers who were officers of Broadridge at the time of the spin-off from ADP (the “Founding Executive Officers”) through special stock option grants that arewere made in addition to the annual long-term equity incentive awards explained above. These grants are described in greater detail below in the “Special Stock Option Grants” section of this Proxy Statement.

The Compensation Committee and the Board of Directors hashave also adopted Broadridge stock ownership guidelines for executive officersseveral policies that are described in greater detail indesigned to reflect best practice corporate governance concerns: Stock Ownership Guidelines, an Executive Officer Compensation Clawback Policy, and a Trading Policy.

Risk Considerations

The Compensation Committee reviews the “Stock Ownership Guidelines” sectionrisks and rewards associated with Broadridge’s compensation programs to ensure their design mitigates risk without diminishing the incentive nature of this Proxy Statement.

the compensation. In total, these programs are designed to reward a mix of short-, medium-, and long-term Company financial performance with both cash and equity compensation,incentives, while also mitigating the possibility of excessive risk-taking by executive officers.

During 2010, the Compensation Committee’s independent compensation consultant, Towers Watson conducted a risk assessment of the Company’s compensation policies and practices and concluded that they do not motivate imprudent risk taking. Towers Watson’s analysis included a qualitative review of plan design and governance processes and a quantitative analysis of pay and performance outcomes. The Company’s compensation policies and practices were evaluated in light of four potential risks:

In addition, management conducted an internal review that utilized risk management best practices under the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) risk evaluation model, which is a leading industry-standard enterprise risk management framework.

Based on the reviews conducted by Towers Watson and management, we believe our compensation programs for all Broadridge employees do not create risks that are reasonably likely to have a material adverse effect on the Company. We believe our compensation programs encourage and reward prudent business judgment and appropriate balancing of risk to maximize value creation over the long term. The analyses identified several design features in our compensation program that explicitly mitigate risk. These include:

Key Roles and Processes for Executive Compensation Decision-Making

Role of the Compensation Committee

The Compensation Committee has oversight of all elements of compensation of Broadridge’s executive officers.officers, including the Named Executive Officers, and it determines and approves the total compensation package of the CEO. In practice, the Compensation Committee is involved in the review and approval of all compensation decisions related to all of the Named Executive Officers. The Compensation Committee plays a significant role in the evolution of Broadridge’s executive compensation strategies and policies in order to ensure that such compensation strategies and policies support our long-term business strategy and enhance our performance and return to stockholders.

Role of the Independent Consultant

Since 2007, the Compensation Committee engaged Towers Watson as its independent compensation consultant to provide compensation market analysis and insight with respect to our executive officers, including the Named Executive Officers. In addition, in fiscal year 2010, Towers Watson provided the Compensation Committee advice on changes to the Peer Group (as defined below), an update on executive compensation trends, recommendations on a new clawback policy, and an assessment on the executive pay program for excessive risk-taking. Please see the “Corporate Governance” section of this Proxy Statement for additional information about the role of Towers Watson.

Role of Management

The Compensation Committee consults with Broadridge’s CEO who makes recommendations on compensation policies and awards pertaining to the Company’s executive officers, including the Named Executive Officers. Also, in evaluating the performance of the CEO, the Compensation Committee takes into account the annual evaluation of the CEO conducted by the Board.

Peer Group Selection and Market Data

The Broadridgelist of companies determined to be Broadridge’s peers for compensation benchmarking purposes is reviewed annually by the Compensation Committee. The Compensation Committee, with the assistance of its independent compensation consultant, has determined that the following 1821 companies are Broadridge’s 2010 peers for compensation benchmarking purposes (the “Peer Group”):

The 2009 Peer Group was adjusted from the 20082009 peer group upon the review and recommendation of the Compensation Committee’s independent compensation consultant. The Peer Group companies were selected by the Compensation Committee in conjunction withtaking into account the independentrecommendations of the Compensation Committee’s compensation consultant and were based primarily on threefour factors:

Equifax Inc., Global Payments Inc., Lender Processing Services, Inc.

Metavante Technologies, Inc. were added to the Peer Group as they represent appropriate and fair comparables to our lines of business. Fair Isaac Corp., Interactive Data Corporation and SAVVIS, Inc.Perot Systems were removed from the Peer Group after a review determined thatbecause they were acquired by other companies and are no longer weredeemed “best fit” peers for Broadridge based onBroadridge. The Compensation Committee, at the criteria set forth above. This listrecommendation of companies intheir compensation consultant, also elected to add the following organizations to the Peer Group will be reviewed annuallybecause of their similar size and the fact they provide services to the financial services industry similar to those provided by the Compensation Committee.Broadridge: Dun & Bradstreet Corp., Euronet Worldwide Inc., Jack Henry & Associates, MF Global Holdings, Ltd., and VeriFone Holdings Inc.

The Peer Group data areis considered a primary source of information in the determination of both market practices and market compensation levels for the Named Executive Officers. However, in many circumstances, the Peer Group data areis not sufficient due to limited matches of certain executive officer positions or roles. In those cases, the Compensation Committee also reviews data related to publicly-traded415 publicly traded general industry companies with annual revenues in the $1–4regressed to $2.2 billion range (the “General Industry Group”) when it is considering the market competitiveness of Named Executive Officer compensation levels and/or market practices. The list is made up of 475

For comparison purposes, due to the variance in size among the companies in a broad range of industries with medianthe General Industry Group, regression analysis, which is an objective analytical tool used to determine the relationship between data, is used to adjust the data for differences in the General Industry Group company revenues in order to be comparable to Broadridge. Because revenue of $1.87 billion. Revenue was the sole factor in determining the General Industry Group, and as a result, the Compensation Committee considers the General Industry Group a secondary source for data when compared to the Peer Group.Group where the relevance of the Peer Group data may be limited.

General Industry Group data werewas reviewed by the Compensation Committee in conjunction with the Peer Group data to determine market rates and year-over-year changes in Mr. Daly’sall Named Executive Officers’ total

compensation, which are discussed in more detail below. Peer Group data werewas also used to determine external market competitive practice on executive officer stock ownership levels when evaluating the special stock option grants, as explained below.

Elements of Executive Compensation

Summary of Target Compensation for Named Executive Officers

The fiscal year 2010 compensation elements that comprise the annualized total target direct compensation for the Named Executive Officers are summarized below. The information described below differs from the information presented in the Summary Compensation Table required by the SEC, which can be found on page 45, and is not a substitute for such information. The RSU and stock option awards columns in the Summary Compensation Table represent the grant date fair value of awards made during fiscal year 2010. The values below represent a planning estimate, used by the Compensation Committee at the time of their decision, of the grant date fair value of these awards. In addition, this table does not include the special stock option grants to the Founding Executive Officers, as described in the “Special Stock Option Grants” section of this Proxy Statement.

The mix of compensation elements for the Named Executive Officers, and particularly the CEO, is more heavily weighted towards variable, performance-based compensation than for the balance of the executive officer population. This is intended to ensure that the executives who are most responsible for overall performance and changes in stockholder value are held most accountable.

The mix of pay for each Named Executive Officer is distributed as follows:

CEO Evaluation Process

In fiscal year 2010, the Compensation Committee, with the advice of a third-party executive leadership consultant, adopted a new process by which the CEO’s performance will be evaluated each year commencing with the fiscal year 2010 performance review. The CEO evaluation focuses on both leadership and measureable performance, as discussed below:

Mr. Daly’s performance in each of these categories was evaluated by Mr. Daly himself and all members of the Board. In addition, Mr. Daly’s behaviors in the leadership profile categories were evaluated by the executive officers of the Company. Ratings were tabulated by the third-party executive leadership consultant and returned to the Board of Directors.

The Board of Directors used the results of both the leadership profile and the CEO scorecard to assess Mr. Daly’s performance for the fiscal year, and to communicate the key behaviors and strategic goals that the Compensation Committee wants Mr. Daly to pursue in the upcoming fiscal year. At the conclusion of the fiscal year, the results and commentary provided by the executive leadership consultant to the Company’s Board were considered by the Compensation Committee, along with Peer Group benchmark data provided by the independent compensation consultant in determining the Strategic Goals portion of Mr. Daly’s annual cash incentive award payment for fiscal year 2010, and Mr. Daly’s total target compensation for fiscal year 2011. In its evaluation of Mr. Daly, the Board of Directors concluded that Mr. Daly exceeded the expectations of the Board in both the leadership profile and the CEO scorecard in fiscal year 2010.

Base Salary

The base salary of Broadridge’s CEO is reviewed and approved by the Compensation Committee annually reviews and recommendsin August of each year. Through 2009, the base salaries for our executive officers, including theof Broadridge’s other Named Executive Officers. Officers were reviewed and approved by the CEO and the Compensation Committee in April of each year. This process was changed in 2010 and now occurs in August of each year.

Executive officer base salaries vary based on job responsibilities, individual contributions, and the relative scarcity of key skills in the external market. The base

salaries for Broadridge’s ChiefCEO, CFO, and other Named Executive Officer, Chief Financial Officer, and President and Chief Operating OfficerOfficers are designed so that, when combined with other compensation elements, the total compensation levels at target performance are approximately at the median of similar positions in the Peer Group. The base salaries of the other executive officers are set using a similar methodology, but with a target of the median of the General Industry Group. The General Industry Group is used as the primary benchmark for other executive officer compensation analyses because the Peer Group data havehas not historically provided a sufficient number of job matches to make the analysis of those positions statistically reliable.reliable based on the functional role of each executive.

Chief Executive Officer

The base salary of Broadridge’s Chief Executive Officer is reviewed and approved by the Compensation Committee in August of each year because of the timing of the filing of the Peer Group companies’ proxy statements. With respect to Mr. Daly’s fiscal year 2009 base salary, in August 2008, the Compensation Committee approved a 12.5% base salary increase for Mr. Daly from $600,000 per year to $675,000 per year. In approving this base salary increase, the Compensation Committee reviewed data on CEO total compensation levels for both the Peer Group and the General Industry Group. The Compensation Committee considered Broadridge’s overall performance during Mr. Daly’s tenure as Chief Executive Officer, and his historical base salary position below the 50^th percentile of the Peer Group. This increase, effective July 1, 2008, resulted in Mr. Daly’s salary being slightly above the 50^th percentile of the CEO base salaries in the Peer Group, and between the 25^th and 50^th percentiles of the General Industry Group data reviewed by the Compensation Committee. This was considered appropriate pay positioning for Mr. Daly’s base salary because the CEO base salary median of the Peer Group has historically been lower than the median of the General Industry Group.

In August 2009, the Compensation Committee reviewed Mr. Daly’s base salary and determined to make no changeschange to his salary for 2010. In making this decision, the Compensation Committee considered an external market analysis conducted by its independent compensation consultant and the fact that Broadridge canceled the April 2009 merit-based salary increases for executive officers and delayed the 2010 merit-based salary increase from April 2010 to September 2010 due to the weak economic conditions.

In August 2010, management recommended to the Compensation Committee that in consideration of the continued weak economic conditions, the executive officers should not receive merit-based salary increases in 2011 except where there was a significant difference between an officer’s base salary and the market median. Although the fiscal year 2010.2010 CEO evaluation conducted by the Board of Directors concluded that Mr. Daly exceeded the expectations of the Board in both the leadership profile and the CEO scorecard, the Compensation Committee agreed with management’s recommendation and determined that Mr. Daly should not receive a merit-based salary increase for 2011 due to the continued weak economic conditions and to maintain consistency with the other executive officers.

Other Named Executive Officers

The base salaries of Broadridge’sIn April 2009, executive officers, other than the Chief Executive Officer, are reviewed in April of each year, which is the month during which Broadridge has traditionally granted annual merit salary increases to its employees. The Compensation Committee reviewed surveys of current industry practices provided by Towers PerrinWatson and other compensation consulting firms on 2009 executive salary increases. Those surveys indicated that the majority of surveyed companies surveyed changed their planned executive base salary merit increases in 2009 due to the recent weak economic conditions. For example, data provided by the compensation consultant showed that a majority of U.S. companies decreased their 2009 merit budgets, while over one-fifth of those companies had frozen salaries for 2009. As a result of this analysis, in April 2009, the Compensation Committee approved a freeze onMr. Daly’s recommendation that base salaries be frozen for all other Named Executive Officers for 2010.

In 2010, the Compensation Committee engaged Towers Watson to perform a review of total target direct compensation (i.e., base salary, target annual cash incentive, and target long-term equity incentive award) for all executive officers, including the Named Executive Officers. Based on this analysis, the Compensation Committee decided in August 2010 to increase the base salary of Mr. Schifellite for 2011 to $400,000 per year, effective September 1, 2010, to better align his total target compensation package with the median of similar positions in the Peer Group. The fiscal year 2011 base salaries for Mr. Sheldon and Mr. Hogan were not adjusted based on the findings presented in the Towers Watson study.

Upon joining Broadridge in April 2010, Mr. Gokey’s base salary was set by the Compensation Committee at $500,000 based on a review by management of market practices for executives with similar responsibilities to Mr. Gokey and his overall compensation package.

Annual Performance-Based Cash Incentives

Broadridge provides annual performance-based cash incentives to all of its executive officers, including the Named Executive Officers. These awards are madeOfficers, under Section 11 of the 2007 Omnibus Award Plan. Amounts payable pursuant to the 2007 Omnibus Award PlanThe incentives are intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Broadridge’s executive officers, including the Named Executive Officers, receive a cash award based on a mix of financial, operational and leadership performance goals. The annual cash incentive plansincentives for the Company’s Named Executive Officers are designed to reward based on annual performance, as measured by financial, operational, and leadership achievement against pre-set goals.

In August 2009, after reviewing Broadridge’s fiscal year 2010 business plan and a report from the independent compensation consultant that provided data on executive annual cash incentive pay practices, the Compensation Committee recommended that all cash incentive award targets for our Named Executive Officers remain unchanged for 2010. Also, the Compensation Committee approved the goals for each Named Executive Officer. For 2010, 70% of the target annual cash incentive for each Named Executive Officer, except the CEO, is based on pre-set financial goals, with the remainder based on strategic goals and client satisfaction. For the CEO, 75% of the annual target annual cash incentive is based on pre-set financial goals.

in its discretion, provide a lesser amount. The EPS goals selected to fund this portion of the cash incentive awards are not the Company’s financial targets. Instead, they were selected by the Compensation Committee to serve as levels of EPS performance under which the discretionary portion of the cash incentive award payments should be capped to ensure that payouts are aligned with both the Company’s strategic accomplishments and financial results. The chart below details the maximum award as a percentage of target at various EPS achievement levels for this portion of the cash incentive awards.

The details on the calculation of how the 20092010 annual cash incentive amounts were calculated for the Named Executive Officers are provided below.

Fiscal Year 2009 Annual Cash Incentive Award Changes

In August 2008, the Compensation Committee approved changes to the fiscal year 2009 target cash incentive awards for the following Named Executive Officers:

Chief Executive Officer

The Compensation Committee approved an increase in the full-year target cash incentive for Mr. Daly from $600,000 to $1,100,000. The Compensation Committee approved the increase in order to maintain a total target compensation package that approximates the 50^th percentile of the Peer Group. In total, however, Mr. Daly’s fiscal year 2009 target cash incentive amount was unchanged from the aggregate target amount in fiscal year 2008, as a fiscal year 2008 mid-year cash incentive with a target payment amount of $500,000 was not renewed in fiscal year 2009.

Other Named Executive Officers

The Compensation Committee approved a recommendation from Mr. Daly to increase Mr. Hogan’s target cash incentive for fiscal year 2009 from $500,000 to $675,000. Mr. Daly recommended that, given Mr. Hogan’s superior performance, Mr. Hogan’s total compensation positioning be moved from the 50^th percentile of the Peer Group’s second highest paid executive officers to the 60^th percentile of the Peer Group.

The Compensation Committee approved a recommendation from Mr. Daly to increase Mr. Schifellite’s target cash incentive for fiscal year 2009 from $243,880 (70% of base salary) to $348,400 (100% of base salary). Mr. Daly recommended this change in order to bring Mr. Schifellite’s total target cash compensation to the 50^th percentile of the General Industry Group for similar positions, as well as to better align his annual cash incentive target with his internal peers, several of whom managed smaller businesses with less financial and strategic impact, and had annual incentive targets at or above 100% of base salary in fiscal year 2009.

The fiscal year 2009 target cash incentive awards for Messrs. Sheldon and Barra, as a percentage of their fiscal year-end base salaries, were not changed from their fiscal year 2008 target amounts.

Fiscal Year 2009 Annual Cash Incentive Award—Chief Executive Officer

Mr. Daly’s annual cash incentive award is part of his total annual compensation package. Its target value for fiscal year 20092010 was $1,100,000, with a range of possible payment of 0% to 200% of the target amount. Its weights andThe measures as approved by the Compensation Committee were as follows:

Chief Executive Officer—Determination of Fiscal Year 2010 Annual Cash Incentive Award

The goals for Mr. Daly were set and evaluated by the Compensation Committee and communicated to Mr. Daly at the beginning of the fiscal year. Mr. Daly’s fiscal year 2010 cash incentive payment was reviewed and approved by the Compensation Committee. Mr. Daly does not participate in the final determination of his cash incentive payment. The Financial Goals portion of Mr. Daly’s 2010 cash incentive award was determined as follows:

The Financial Goals are defined as follows:

In August 2010, the Compensation Committee determined that the Company’s fiscal year 2010 EPS performance of $1.56 resulted in an available cash incentive award payment of 200% of target for the Strategic Goals portion of the cash incentive award for each Named Executive Officer, including Mr. Daly. This portion of Mr. Daly’s cash incentive award was based upon his achievement of the Strategic Goals that were communicated to Mr. Daly by the Compensation Committee at the beginning of the fiscal year. These included the execution of alliance strategies in the Securities Processing Solutions segment, the development of new strategic initiatives, the continued pursuit and execution of strategic goals that were designed to improveacquisitions, and the integration of new senior executives. The Compensation Committee considered the following key accomplishments in determining Mr. Daly’s achievement of the Strategic Goals portion of his cash incentive award:

In total, based on these accomplishments and the Committee’s assessment of his overall performance, the Committee decided to pay Mr. Daly 140% of the weightingtarget on his Strategic Goals portion of thehis cash incentive) were the continued development of a strong executive officer team, development of a succession planning process with an emphasis on senior leadership succession, and other key leadership initiatives.incentive award.

Fiscal Year 2009 Annual Cash Incentive Award—Other Named Executive Officers

Broadridge’sThe other Named Executive Officers haveOfficers’ 2010 annual cash incentive programs that are similar in structuretarget goals were recommended to the Compensation Committee by Mr. Daly’s program. Daly, with his own Financial and Strategic Goals serving as a guideline on both target performance and relative weighting of those goals. In August 2009, the Compensation Committee approved the 2010 cash incentive award targets for the other Named Executive Officers.

The target cash incentive award amounts are a percentage of each executive officer’s base salary and are determined by a combination of the executive’s job grade level and other factors such as the specific responsibilities of the executive’s role and external market analysis of both the Peer Group and the General Industry Group. In fiscal year 2010, the cash incentive awards had a possible payment range of 0% to 200% of the target amounts. The other Named Executive Officers’ 20092010 annual incentive targets were: Mr. Sheldon: 75%; Mr. Hogan: 125%; Mr. Barra: 115%Gokey: 100%; and Mr. Schifellite: 100%, of their respective fiscal year-end base salaries.

The Named Executive Officers’ 2009 annual cash incentive target goals were recommended by Mr. Daly, with his own financial, operational, and leadership goals serving as a guideline on both target performance and relative weighting of those goals, and were approved by the Compensation Committee.

The annual incentive award targets and key performance measures for fiscal year 20092010 for the other Named Executive Officers were as follows:

Other thanNamed Executive Officers—Determination of Fiscal Year 2010 Annual Cash Incentive Award

All other Named Executive Officers’ annual cash incentive award payment amounts were recommended by Mr. Daly and approved by the Total Sales, Outsourcing Sales, EPS, Division Sales, DevelopmentCompensation Committee. To the extent applicable, the Financial Goals listed above are measured in the same manner as the measurement of a fiscal year 2010 Operating Plan, and Acquisitions goals, allMr. Daly’s Financial Goals for purposes of determining the cash incentive awards of the other Named Executive Officers.

The Financial Goals for Mr. Sheldon are identical to Mr. Daly’s Financial Goals. As the CFO, Mr. Sheldon’s core responsibilities include the sound management of the Company’s financial goalscash flow, and therefore, Free Cash Flow is an important metric in evaluating his performance.

The Financial Goals for Mr. Hogan and Mr. Gokey are presented in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).the same as Mr. Daly’s except they include a total sales goal instead of Free Cash Flow. The financial goals that are not presented in accordance with U.S. GAAP are measured as follows:

that division. The Company has not disclosed the Outsourcing Sales Key Financial Measure goal range, and the Divisionrevenue, EBIT and Division Sales Key Financial Measure goalsales targets and ranges pertaining to the Bank/Broker-Dealer/Issuer division of the Investor Communication Solutions business for which Mr. Schifellite is responsible, because this information is not otherwise publicly disclosed by the Company and the Company believes it would cause competitive harm to do so in this Proxy Statement. The probability of achieving these Key Financial MeasuresGoals was substantially uncertain at the time the goals were set. In addition, these Keythe Bank/Broker-Dealer/Issuer division revenue, EBIT and sales Financial Measure goalsGoals all exceeded the levels attained in the prior fiscal year.

Detailed ScoringAs previously stated, the Compensation Committee determined that the Company’s fiscal year 2010 EPS performance of Fiscal Year 2009 Annual Cash Incentive Award—Chief$1.56 resulted in an available cash incentive award payment of 200% of target for the Strategic Goals portion of the cash incentive award for each Named Executive OfficerOfficer. This portion of the cash incentive award for the other Named Executive Officers was based upon their achievement of Strategic Goals that were similar to the qualitative measures used by the Compensation Committee to evaluate the performance of the

CEO. The financial, operationalgoals varied by Named Executive Officer and leadership goals for Mr. Daly were set and scored bycommunicated at the Broadridge Compensation Committee. Mr. Daly does not participatebeginning of the fiscal year. They included the execution of alliance strategies in the final determinationSecurities Processing Solutions business segment, the development of his cash incentive payment. For each Key Financial Measure, Broadridge assigned a scaled numbernew strategic initiatives, and the continued pursuit and execution of points that varied based onacquisitions. The following key accomplishments were considered in determining the performance results withinachievement of the goal range, and each point had a pre-set dollar value.

Mr. Daly’s fiscal year 2009 cash incentive payment was reviewed and approved by the Broadridge Compensation Committee based upon the actual results achieved against the following financial, operational and leadership goals:

Detailed Scoring of Fiscal Year 2009 Annual Cash Incentive Award—Other Named Executive Officers

All other Named Executive Officers’ annual cash incentive awards were recommended by Mr. Daly and approved by the Compensation Committee. To the extent applicable, the Key Financial Measures listed above, with respect to Mr. Daly’s annual cash incentive award, are measured in the same manner for purposes of scoring the awardsStrategic Goals portion of the other Named Executive Officers. Officers’ cash incentive awards:

Mr. Daly made a recommendation of a payment on the Division EBITStrategic Goals metric for each of the other Named Executive Officers, subject to Compensation Committee approval. The Compensation Committee reviewed and Division Sales Key Financial Measure goal ranges pertainingconcurred in the assessment of the CEO with respect to the divisionperformance of the Investor Communication Solutions business for which Mr. Schifellite is responsible, because this information is not otherwise publicly disclosedother Named Executive Officers against their Strategic Goals.

The amounts earned by the Company andother Named Executive Officers on the Company believes it would cause competitive harm to do so in this Proxy Statement. The probabilityStrategic Goals portion of achieving these Key Financial Measures was substantially uncertain at the time the goals were set. In addition, these Key Financial Measure goals exceeded the levels attained in the prior fiscal year. The annualtheir cash incentive awards paidranged from 109.5% to Messrs. Barra and Schifellite were based upon the actual results achieved against the following Key Financial Measures, as applicable.135% of their respective target amounts.

Fiscal Year 20092010 Annual Cash Incentive Award Payments

The results of the annual cash incentive award calculations for fiscal year 20092010 are as follows:

Special One-Time Bonus Payment to Mr. BarraFiscal Year 2011 Annual Cash Incentive Award Target Amounts

In November 2008,At the end of fiscal year 2010, the Compensation Committee engaged Towers Watson to perform a review of total target direct compensation (i.e., base salary, target annual cash incentive, and target long-term equity incentive award) for all executive officers, including the Named Executive Officers. Based on the results of this review, the Compensation Committee approved a special, one-time discretionary payment to Mr. Barra in the amount of $132,100 related to his fiscal year 2008 performance as Corporate Vice President of the Clearing and Outsourcing Solutions business. The Compensation Committee determinedmanagement’s recommendation that Mr. Barra’s performance during difficult economic conditions merited a one-time bonus payment.

Fiscal Year 2010 Annual Cash Incentive Award Plan Changes

In August 2009, the Compensation Committee reviewed the fiscal year 2010 annualall cash incentive planstarget amounts as a percentage of fiscal year-end base salary for Mr. Daly and the other Named Executive Officers and determined to make no changes to the target amounts in those plans.remain unchanged for fiscal year 2011.

Long-Term Equity Incentive Compensation

The Company maintains the 2007 Omnibus Award Plan which provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights (“SARs”), restricted stock, RSUs, phantom stock awards, stock bonuses and performance compensation awards, or a combination of the foregoing to employees, directors, and

consultants or advisors to the Company. The Board of Directors or its delegate has sole discretion to determine eligibility under the 2007 Omnibus Award Plan. The purpose of long-term equity incentive

compensation provided under the 2007 Omnibus Award Plan is to align employees’ and directors’executive financial interests with those of stockholders, and to improve our long-term profitability and stability through the attraction and retention of superior talent.

The Company grants both stock options and performance-based RSUs to its executive officers annually in order to reinforce key different but related long-term business strategies. Stock options, with an expiration date of 10 years from the grant date, align executive officers with stockholder interests to create long-term growth in the Broadridge stock price. Performance-based RSUs, with a two-year performance period prior to vesting, reinforce the effect that year-over-year EPS growth, which has an impact on the Company’s stock price.price growth. In addition, the Company’s corporate governance policies on executive officer stock ownership, pre-clearance trading, and clawbacks ensure that the retentive value of the overall long-term equity incentive program is not compromised by short-term stock price performance or adversely affected by factors outside the control of management.

Long-Term Equity Incentive Grants

Broadridge makes annual long-term incentive grants to its Named Executive Officers and other executive officers. For all Broadridge executive officers, these grants include stock options and RSUs with performance requirements prior to vesting.

Each Named Executive Officer hasand other executive officers have an annual long-term equity incentive target grant denoted in U.S. dollars. ThoseThese grant guidelines are intended to result in median total compensation opportunity when combined with the cash compensation opportunity. The dollar targets will result inare converted into annual grants of stock options and performance-based RSUs based on the prevailing price of Broadridge Common Stock and the SFAS No. 123R expected value of each stock option granted as determined by a standard stock option valuation model.model under FASB ASC Topic 718.

The exercise price ofequals the stock options shall not be less than the Broadridge Common Stock closing price on the date of the grant (i.e., fair market value). In April 2009, the Compensation Committee adopted a policy that allAll stock option grants beare made effective two business days following the Company’s next quarterly earnings release. The grantsstock options have a 10-year term and vest 20% per year on the anniversary date of the grant for the following five years subject to continued employment with the Company.

In August 2008, the Compensation Committee decided to suspend the fiscal year 2009 annual stock option grants for executive officersthe Founding Executive Officers who receive special stock option grants described in more detail below. In August 2009, the Compensation Committee took the same action with respect to the fiscal year 2010 annual stock option grants. The Compensation Committee made this change because the special stock option grants alone provided sufficient alignment with stockholder interests for each of the fiscal years in which the special stock option grants were made. The value of these stock options for such executives was included in their performance-based RSU awards.

The performance criteria required to earn shares under the 2007 Omnibus Award Plan.Plan, and the individual awards to the CEO and the other Named Executive Officers are approved by the Compensation Committee prior to the grant of awards. The fiscal year 20092010 performance-based RSU award occurred on October 1, 2008.2009. It is anticipated that performance-based RSUs will vest and

convert to Broadridge shares atCompany Shares nine months after the endconclusion of a two-year performance period, based on a pre-set financial metric for Broadridge’s financial performance over the performance period. For the performance cycle for fiscal years 2009 and 2010, and for fiscal years 2010 and 2011,this grant the financial metric is EPS growth. This metric was selected because it is Broadridge’s primary measure of annual corporate profitability and provides alignment with stockholder interests. The number of shares that can be earned based on performance ranges from 0% to 150% of the total target RSUs. RSUs do not receiveNo plan participant receives dividends or dividend equivalents overduring any part of the performance period and have no voting rights.vesting cycle of any performance-based awards. The Compensation Committee also approves the aggregate number of stock options for grant to all other eligible employees.

Once the number of earned RSUs is determined at the end of the performance period, those RSUsthey remain unvested until April 1^st of the following calendar year, thus resulting in a 30-month cycle from date of award to date of vesting. Upon vesting, the RSUs convert to Broadridge shares at a ratio of one Broadridge share for each RSU.

The aggregate number of RSUs awarded, the performance criteria required to earn shares under the 2007 Omnibus Award Plan, and the individual awards to the Chief Executive Officer and the other executive officers are approved by the Compensation Committee prior to the grant of awards.

The results of the conclusion of the performance-based RSU cycle for fiscal years 20082009 and 20092010 are detailed in the “Completion of Performance-Based Restricted Stock Cycles” section of this Proxy Statement.

The RSU awards made to the Named Executive Officers on October 1, 2008,in 2010 are detailed in the “Fiscal Year 20092010 Performance-Based RSU Target Awards” section of this Proxy Statement.

At-Hire Equity Award for Mr. Gokey

In May 2010, as part of the compensation package Mr. Gokey received upon being hired by the Company, the Compensation Committee awarded Mr. Gokey 100,000 stock options that vest over two years at a rate of 50% per year on each anniversary date of the grant, and 150,000 stock options that vest over five years at a rate of 20% per year on each anniversary date of the grant. These options have a termination date of 10 years from the date of grant and an exercise price equal to the closing price of the Common Stock on the date of grant. In addition, Mr. Gokey was granted 14,800 time-vesting RSUs with an estimated value at the time of grant of $325,000. These time-vesting RSUs are not subject to performance conditions and will vest and convert to shares of the Common Stock on April 1, 2011. Mr. Gokey also received a performance-based RSU award upon being hired by the Company, as set forth in the “Fiscal Year 2010 Performance-Based RSU Target Awards” section below.

Special Stock Option Grants

During fiscal year 2008, the Compensation Committee determined that the level of ownership of the Company’s sharesCompany Shares by the Company’s executive officersFounding Executive Officers as a group (including(all of the Named Executive Officers)Officers were Founding Executive Officers, except Mr. Gokey who was not employed by the Company at the time) did not adequately align their interests with those of the Company’s stockholders. Because most of the executive officers were not executive officers of ADP prior to the Company’s March 2007 spin-off from ADP, and the ADP Compensation CommitteeADP’s compensation committee took no action prior to the spin-off regarding long-term Broadridge stock ownership targets for Broadridge executive officers, these individuals havedid not hadhave an opportunity to accumulate equity ownership in the Company through stock options and/or restricted stock grants.

As a result of the relatively low level of stock ownership as a percentage of the total outstanding sharesCommon Stock at the time of the spin-off, the Compensation Committee determined it was appropriate to increase the total opportunity for ownership of Company Shares by the executive officersFounding Executive Officers through a multi-year series of stock option grants. The Compensation Committee’s long-term goal is to have the executive officers own directly, or have granted to them in the form of stock options, restricted stock, and RSUs, five percent of all Company Shares outstanding. The Compensation Committee anticipated it would take several years to meet this goal. These grants have been, and will be,were larger than would otherwise be granted annually had the Company been independent for a greater number of years.

In addition to the long-term ownership goal stated above, the Compensation Committee has approved stock ownership guidelines (which are more fully described below) were adopted so that, following the vesting and exercise of these grants, the executive officers will own an adequate amount of Company Shares to keep their individual interests aligned with those of the Company’s stockholders.

The first of theseThese special stock option awards were made under the 2007 Omnibus Award Plan was made onin three separate grants, dated February 25, 2008, and the second of these awards under the 2007 Omnibus Award Plan was made on February 2, 2009.2009, and February 8, 2010. The special stock options granted on February 2, 20098, 2010 vest ratably over three years and have a 10-year term, subject to earlier expiration upon the occurrence of certain events. The specific special stock option grants made to the Named Executive Officers under the 2007 Omnibus Award Plan are detailed in the “Grants of Plan-Based Awards Table” of this Proxy Statement. The next setawards made on February 8, 2010 are the final grants under this program. Two-thirds of specialthese options have an exercise price that is greater than the Common Stock price on the date of grant (i.e., a premium price). Of the premium-priced stock option grants are expectedoptions, half have an exercise price of 110% of the Common Stock price on the date of grant and half have an exercise price of 120% of the Common Stock price on the date of grant. The Compensation Committee elected to be madeaward these stock options with premium pricing to all Named Executive Officers inlower the third quarteroverall accounting cost of fiscal year 2010, although no specific grant amounts or termsthe stock options and to enhance the performance nature of the awards have yet been established.by requiring the Company to show an appreciable level of stock price growth before the Founding Executive Officers would receive the full value of the awards.

Fiscal Year 20092010 Long-Term Equity Incentive Award ChangesTargets Same as in Fiscal Year 2009

In August 2008,2009, after a review of executive pay market trends with the independent compensation consultant, the Compensation Committee approvedelected to make no changes to the fiscal year 2009total long-term equity incentive awardsaward target values for the Named Executive Officers as follows:

Chief Executive Officer

The Compensation Committee approved an increase in the expected value of long-term incentives to be granted to Mr. Daly in fiscal year 2009, as part of an effort to provide a total target compensation package that is more closely aligned with the median of the Peer Group. In addition, the Compensation Committee

approved a temporary change in the mix of Mr. Daly’s regular annual long-term incentive award, in order to balance his stock options and RSU grants during the period he is receiving the special stock option grants. The Committee approved this temporary change so that the Company could provide a total annual compensation package for Mr. Daly that remained in line with its goal of meeting the median of the Peer Group, while providing an equity mix of performance-based RSUs and stock options in fiscal year 2009 that did not over-weight the importance of stock options in the total compensation package. For fiscal year 2009, the value (as determined under a binomial valuation model) of Mr. Daly’s regular stock option grant was reduced from $950,000 to $0, and the value of the shares subject to his RSU target award was increased from $600,000 to $1,775,000.

Other Named Executive Officers

The Compensation Committee eliminated the regular annual stock option award for fiscal year 2009, and increased the value of the fiscal year 2009 RSU target award by a corresponding dollar value, so that the total annualized value of all regular annual long-term incentive awards was unchanged from fiscal year 2008. The Committee approved this temporary change for the same reasons that they approved this change in Mr. Daly’s compensation mix; that is, to continue to provide total annual compensation packages to the Named Executive Officers that aligned with the median of the Peer Group while providing an equity mix of performance-based RSUs and stock options that did not over-weight the importance of stock options in the total compensation package.2010.

Fiscal Year 20092010 Performance-Based RSU Target Awards

In August 2008,2009, the Compensation Committee approved the following performance-based RSU target awards, with an award date of October 1, 2008:2009:

The number of shares that can be earned based on EPS performance over the fiscal years 20092010 and 20102011 performance period ranges from 0% to 150% of the total target RSUs. If earned, these RSUs remain unvested untilwill vest on April 1, 2011.2012.

Mr. Gokey received his fiscal year 2010 RSU award on May 12, 2010. His award provides for the same terms as the other Named Executive Officers, including performance vesting conditions and vesting date.

Completion of Performance-Based Restricted StockRSU Cycles

In fiscal year 2007, Broadridge’s former parent company, ADP, introduced a performance-based restricted stock plan with a two-year performance cycle. After reviewing the ADP performance-based restricted stock plan,August 2010, the Compensation Committee determined that the performance measures of such plan related to ADP so they were not relevant to the ongoing performance of Broadridge. Therefore, in fiscal year 2008, Broadridge discontinued the ADP performance-based restricted stock plan and granted performance-vesting RSUs with a one-year performance cycle to select executive officers, including the Named Executive Officers, to provide: (1) an expected value at target performance that was equivalent to the ADP performance-based restricted stock plan before the March 2007 spin-off of Broadridge from ADP, (2) an opportunity to build the employees’ stock ownership, and (3) an incentive to focus on critical financial issues in our first full fiscal year as an independent company. The maximum number of shares that could have been earned under this transitional plan was 125% of the total RSUs granted, and fiscal year 2008 fully-diluted EPS of $0.98 – $1.33 per share was the performance range. The target grant and performance range were approved by the Compensation Committee in August 2007.

The Compensation Committee determined at its August 2008 meeting that the 125% maximum achievable goal of the RSUs was attained. Every RSU earned was converted to Broadridge restricted shares on September 22, 2008, at a ratio of one Broadridge restricted share for every RSU earned. All restricted shares granted on this date vested on March 22, 2009. The subsequent grants of restricted stock to each Named Executive Officer under the 2007 Omnibus Award Plan were as follows:

In fiscal year 2008, the Compensation Committee approved a performance-based RSU plan. These performance-vesting RSUs had a two-year performance cycle based on an average fully-diluted EPS goal range of $0.93 – $1.54 per share, which is determined by averaging the EPS reported for fiscal years 2008 and 2009. The maximum number of shares that could have been earned under this plan by each Named Executive Officer was 150% of the target number of RSUs awarded. The target award and performance range for the fiscal years 2008 and 2009 performance cycle were approved by the Compensation Committee in August 2007.

The Compensation Committee determined at its August 2009 meeting that the Named Executive Officers earned 130%100% of the originalperformance-based RSU target award amounts granted on October 1, 2008, due to the achievement of an average fully-diluteddiluted EPS of $1.435$1.535 in the performance cycle. Thesefiscal years 2009 and 2010. The earned RSUs will vest and convert to Broadridge shares of Common Stock on April 1, 2010,2011, provided that the plan participant remains actively employed with Broadridge through the vesting date. The subsequent number of RSUs earned by each Named Executive Officer under the 2007 Omnibus Award Plan werewas as follows:

Long-Term Equity Incentive Target Awards for Fiscal Year 2011

In August 2010, based on the Peer Group market analysis completed by Towers Watson, the Compensation Committee approved an increase in the annual target value of Mr. Daly’s long-term equity incentive awards from $1,775,000 to $2,000,000, effective with performance-based RSU grants made in October 2010. In addition, the Compensation Committee approved an increase in the annual target value of Mr. Schifellite’s long-term incentive awards from $300,000 to $500,000, effective with performance-based RSU grants made in October 2010. Both of these changes were made in order to provide total target direct compensation packages to Mr. Daly and Mr. Schifellite that are in line with the median compensation for similar positions in the Peer Group. No other changes were made to the target long-term incentive compensation awards for Named Executive Officers for fiscal year 2011.

Corporate Governance Policies

The Company has maintained Stock Ownership Guidelines and a Pre-Clearance Trading Policy that are designed to reflect best practices in corporate governance. In addition, in August 2010, the Company adopted an Executive Officer Compensation Clawback Policy.

Stock Ownership Guidelines

In April 2008, the Board of Directors adoptedThe Company’s stock ownership guidelines for executive officers to reinforce the goal of increasing Broadridge equity ownership of the Company among executive officers andin order to more closely align their interests with those of our stockholders. The ownership guidelines are based on each executive officer holding a total equity value at least equal to a specified multiple of his annual base salary. The multiples of base salary by executive officer position are:

Equity ownership that counts toward this ownership goal includes shares owned outright, shares beneficially owned by direct family members (spouse, dependent children), shares held by a 401(k) plan or other savings plan, unvested time-based restricted shares, and vested in-the-money stock options. Unvested stock options, unvested RSUs and vested out-of-the-money stock options do not count toward satisfying the guideline goals.

Participants have five years from their appointment as a Broadridgean executive officer of the Company to meet the stock ownership guidelines. All of our executive officers have met or are on trackexpected to meet their objectives based on future equity grant projections within the five-year time period.

Each non-management directorExecutive Officer Compensation Clawback Policy

In 2010, the Compensation Committee approved the adoption of a clawback policy that requires reimbursement of all or part of any bonus, incentive or equity-based compensation that is also encouragedpaid, awarded or vests to own an amountexecutive officer if and to the extent that: (a) the payment, grant, or vesting was predicated upon the achievement of financial results that were subsequently the Company’s Common Stock at least equalsubject of a financial restatement due to twice the value of the annual retainer paidmaterial noncompliance with financial reporting requirements by the Company, and (b) a lower payment, award, or vesting would have occurred based upon the restated financial results.

Under this policy, the Company will, to each such director.the extent allowable under applicable laws, require reimbursement of any bonus, incentive or equity-based compensation previously awarded or cancel any unvested, unexercised or deferred stock awards previously granted to the executive officer in the amount by which the individual executive officer’s annual bonus or incentive or equity-based compensation for the relevant period exceeded the lower amount that would have been received based on the restated financial results. However, the Company will not seek to recover bonuses or incentive or equity-based compensation that was paid or had vested more than three years prior to the date the applicable restatement is disclosed.

Pre-Clearance Trading Policy

The Broadridge Board of Directors has approved a Pre-Clearance Trading Policytrading policy for the Company’s executive officers and directors. Under this policy,directors provides that the Company’s executive officers and directors or their immediate family members, family trusts or other controlled entities cannot engage in any transaction in Broadridge securities (including purchases, sales, cashless exercises of stock options and the sale of Broadridge Common Stock acquired pursuant to exercise of stock options) without first obtaining the approval of the Company’s General Counsel. Approval of transactions can be sought only during a defined window period when the executive officers and directors are not in possession of material non-public information about the Company. The trading policy prohibits the purchase or sale of collars, puts, calls, warrants, exchange-traded options or similar securities, and prohibits short sales on Broadridge Common Stock.

Change in Control Severance Plan and Enhancement Agreements

Severance and change in control plans are designed to neutralize the potential conflict our executives could face with a potential change in control or other possible termination situation and to facilitate our ability to attract and retain executives as we compete for talented individuals in a marketplace where such protections are commonly offered.

The Change in Control Severance Plan for Broadridge executive officers (the “CIC Plan”) approved by the Broadridge Board of Directors prior to the Company’s spin-off from ADP remains in effect. All Named Executive Officers participate in the CIC Plan. In addition, Messrs.Mr. Daly and Mr. Hogan entered into Change in Control Enhancement Agreements (the “Enhancement Agreements”) with the Company pursuant to which they are entitled to receive, on an item-by-item basis, the greater of the benefits and payments under the Enhancement Agreements and the CIC Plan. The Enhancement Agreements were put in place at the time of the spin-off of Broadridge from ADP by the Board of Directors of ADP in order to provide protection against certain risks inherent in a new company.

The purpose of the CIC Plan is to promote uniform treatment ofprotect and enhance stockholder value by encouraging executive officers who, followingto evaluate potential transactions with independence and objectivity, ensuring continuity of management prior to and after a transaction, and ensuring that executives receive reasonable severance compensation in the event that their positions are eliminated as a result of a transaction. The CIC Plan is a “double-trigger” plan that requires both a change in control of Broadridge, are involuntarily terminated other thanthe Company and a subsequent qualifying termination of employment in order for “cause” or resign for “good reason,” andthe executive officer to afford such executives an opportunity to protectreceive any payment under the share value they have helped create in the event of any change in control.plan. Under the CIC Plan, if a participant’s employment is terminated by the Company without “cause” or by the participant for “good reason”reason,” as those terms are defined under the CIC Plan, within a three-year period following a change in control, the participant will generally receive a severance payment and certain equity awards will be accelerated.

Please see the “Executive Compensation—Potential“Potential Payments Upon a Termination or Change in Control” section of this Proxy Statement for further information regarding Broadridge’s CIC Plan and the Enhancement Agreements.

Severance Arrangement

Mr. Gokey’s offer letter dated March 15, 2010, as amended in September, 2010 (the “Offer Letter”), provides that in the event Mr. Gokey’s employment is terminated by Broadridge without “cause” or he terminates his employment for “good reason,” as such terms are defined in the Offer Letter, Mr. Gokey is entitled to receive severance equal to two years of his base salary payable over 24 months and one year of his annual target cash incentive payment payable over 12 months. The payments are generally to be made in equal monthly installments. All RSUs and stock options granted to Mr. Gokey prior to termination will continue to vest during the 24-month severance period. Any vested stock options will be exercisable for the earlier to occur of: (a) the regular stock option expiration date; and (b) 180 days after the last date of severance payments. Mr. Gokey is required to abide by certain restrictive covenants relating to confidentiality and non-solicitation of customers and employees during the period of time he is receiving the severance. The severance terms also provide for a release by Mr. Gokey of all legal claims. Mr. Gokey’s benefits would not continue during the severance period.

Please see the “Employment Agreements” section of this Proxy Statement for a more detailed description of the Offer Letter. Other than as provided for Mr. Gokey, none of the Named Executive Officers have a severance arrangement separate from the CIC Plan with Broadridge.

Retirement Plans

Broadridge provides its Named Executive Officers retirement benefits on the same terms as those offered to other employees generally through the Broadridge Financial Solutions, Inc. Retirement Savings Plan (the “401(k) Plan”), a tax-qualified defined contribution plan. The 401(k) Plan allows our U.S. employees to save for

retirement on a tax-deferred basis, and Broadridge makes matching contributions to the 401(k) Plan to encourage participation in this plan. In addition, the Named Executive Officers participate in the Company’s Supplemental Officers Retirement Plan (the “Broadridge SORP,”), a non-qualified supplemental retirement plan. The Broadridge SORP provides supplemental benefits to executive officers in orderand is intended to improvesupport the objective of attracting and retaining key talent by improving the market competitiveness of our overall rewards package for such executives.and tying the receipt of value to continued tenure through a defined retirement age. Please see the “Pension Benefits Table” in the “Executive Compensation” section of this Proxy Statement for further information regarding Broadridge’s retirement plans.

Non-Qualified Deferred Compensation Plan

Broadridge sponsors the 2007 Deferred Compensation Plan (the “DC Plan”), an unfunded, non-qualified deferred compensation plan for the benefit of its Named Executive Officers and other executive officers each year. The DC Plan allows Broadridge participants to defer the obligation to pay certain income taxes until the time the funds are distributed, thus providing an alternative investment vehicle for financial planning. None of the Named Executive Officers deferred any compensation earned in fiscal year 20092010 into the DC Plan. Please see the “Non-Qualified Deferred Compensation” section of this Proxy Statement for more information regarding the DC Plan.

Benefit Plans

Broadridge provides its Named Executive Officers with health and welfare benefits, on the same terms as those offered to other employees.

Perquisites

Broadridge provides itsthe Named Executive Officers with a limited number of perquisites, and for fiscal year 2009,2010, these includedconsisted of a Company-paid car and up to $10,000 per calendar year in Company matching of charitable contributions made to qualified tax-exempt organizations. These perquisites are consistent with both general industry market practice based on the review of independent third-party executive benefit and perquisite surveys and Broadridge’s executive rewards strategy, as explainedstrategy. The Company matching of charitable contributions was put in place to foster Broadridge’s commitment to charities and civic organizations. In January 2010, Broadridge offered all employees an opportunity to receive Company matching of charitable contributions equal to two times the “Compensation Program Objectivesdonation to select charitable organizations in support of Haitian earthquake relief efforts. Mr. Daly and Rewards” section ofMr. Hogan made charitable contributions that qualified for this Proxy Statement. double match.

Under Broadridge’s standard executive relocation program, Mr. Gokey was reimbursed for relocation expenses, which in fiscal year 2010 included an expense allowance and travel home before moving to New York. Under this program, he received a gross up for taxes associated with certain relocation expenses.

Please see the “All Other Compensation” column of the “Summary Compensation Table” and the “All Other Compensation Table” of this Proxy Statement for more information regarding the perquisites provided to the Named Executive Officers.

Employment Agreements

None ofThe Company does not have formal employment agreements with the Named Executive Officers, have another than certain terms of Mr. Gokey’s Offer Letter. Mr. Gokey joined the Company on April 5, 2010, as its Senior Vice President and Chief Corporate Development Officer. Mr. Gokey’s Offer Letter describes his compensation package and includes severance provisions in the event that his employment agreement with Broadridge.is terminated by Broadridge without “cause” or he terminates his employment for “good reason,” as defined in the Offer Letter. Please see the “Grants of Plan-Based Awards Table—Employment Agreements” section of this Proxy Statement for a more detailed description of the Offer Letter.

Impact of Accounting and Tax Considerations

As a general matter, the Broadridge Compensation Committee reviews and considers the various tax and accounting implications of the compensation elements utilized by the Company.

With respect to accounting considerations, the Compensation Committee examines the accounting cost associated with equity compensation in light of requirements under SFAS No.123R.FASB ASC Topic 718.

With respect to taxes, the Compensation Committee considers the impact of Section 162(m) of the Code, which generally prohibits any publicly-held corporation from taking a federal income tax deduction for compensation paid in excess of $1 million in any taxable year to the Named Executive Officers other than the Chief Financial Officer,CFO, subject to certain exceptions.

In general, the Company believes that compensation paid to executive officers should be performance-based and deductible for U.S. tax purposes. In certain instances, however, we may determine that it is in our best interest and that of our stockholders to have the flexibility to pay compensation that is not deductible under the

limitations of Section 162(m) of the Code in order to provide a compensation package consistent with our program and objectives. In our 2007 and 2008 fiscal years, we relied on a transition rule applicable to newly spun-off companies and believe that compensation paid to our Named Executive Officers was deductible. We could no longer rely on the transition rule following our 2008 Annual Stockholders Meeting and, accordingly, wehave requested and obtained stockholder approval of the amendment and restatement of the 2007 Omnibus Award Plan so that awards under the 2007 Omnibus Award Plan may qualify as performance-based compensation under Section 162(m).

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based on such reviews and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 20092010 Proxy Statement and be incorporated by reference in the Company’s 20092010 Annual Report on Form 10-K.

Compensation Committee of the Board of Directors

Thomas E. McInerney,Alan Weber,Chairman

Leslie A. Brun

Richard J. Haviland

Stuart R. Levine

Thomas J. Perna

Notwithstanding any SEC filing by the Company that includes or incorporates by reference other SEC filings in their entirety, this Compensation Committee Report shall not be deemed to be “filed” with the SEC except as specifically provided otherwise therein.

EXECUTIVE COMPENSATION

The following tables contain information regarding the components of total compensation of the Named Executive Officers for the Company’s fiscal years ended June 30, 2009,2010, June 30, 20082009 and June 30, 2007. The information for fiscal year 2007 included in this table reflects compensation earned by the Named Executive Officers for services rendered to ADP and its subsidiaries from July 1, 2006 to March 30, 2007, and for services rendered to Broadridge and its subsidiaries from March 31, 2007 to June 30, 2007.2008.

SUMMARY COMPENSATION TABLE