Board Leadership Structure

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 the Chairman 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 director nominees, other than Mr. Daly, are independent.

The Board is currently led by our independent Chairman, Mr. Brun. Therefore, the Board does not believe that the appointment of a designated lead independent director is necessary and the Board currently has not appointed a lead

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independent director. The Board believes that having an independent Chairman 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 Company’s management team. The independent Chairman has the following duties and responsibilities:

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 Mr. Haviland, Mr. Duelks, Ms. Jaffee, Ms. Lebenthal, Mr. Perna, and Mr. Weber. Mr. Haviland serves as the ChairmanChair 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 Standards and the rules of the SEC applicable to audit committee members, and that Mr. Haviland and Mr. Weber qualify as “audit committee financial experts” as defined in the applicable SEC rules. The Audit Committee has a charter under which its responsibilities and authorities include assisting 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 integrity of 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 registered public accountants. In fiscal year 2012,2013, the Audit Committee held six meetings.

The Compensation Committee

The Board of Directors has a standing Compensation Committee, the current members of which are Mr. Weber, Ms. Jaffee, Mr. Levine, and Mr. Perna. Mr. Weber serves as the ChairmanChair of the Compensation Committee. The Board of Directors has determined that each member of the Compensation Committee is “independent” as defined by NYSE 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: (i) reviewing the Company’s compensation strategy; (ii) reviewing the performance of the senior management; (iii) reviewing the risks associated with the Company’s compensation programs; (iv) approving the compensation of the Chief Executive Officer; and (v) reviewing and making recommendations to the Board regarding the compensation of all other executive officers. In addition, the Compensation Committee approves and administers employee benefitthe Company’s equity-based compensation 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 consulted with Frederic W. Cook & Co. (“Cook & Co.”) as its independent compensation consultant to advise the Compensation Committee on matters related to our executive officers’ and directors’ compensation and general compensation programs. Cook & Co. assisted the Compensation Committee by providing comparative market data on compensation practices and programs. Cook & Co. also provided guidance on industry best practices.practices, the design of incentive plans and other indirect elements of our overall compensation plan, the setting of performance goals, and the drafting of compensation-related disclosures. In fiscal year 2012,2013, the Compensation Committee held five meetings. For further discussion of the roles of the Compensation Committee and Cook & Co., please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis.”

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The Governance and Nominating Committee

The Board of Directors also has a standing Governance and Nominating Committee, the current members of which are Mr. Levine, Mr. Duelks, and Mr. Haviland, and Ms. Lebenthal.Haviland. Mr. Levine serves as ChairmanChair of the Governance and Nominating Committee. The Board of Directors has determined that each member of the Governance and Nominating Committee is “independent” as defined by NYSE Listing Standards. The Governance and Nominating Committee has a charter, 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 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 2012,2013, the Governance and Nominating Committee held fivesix meetings.

Nomination 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 Committee. At the candidate’s request, they may also 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. The minimum characteristics that the 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.

This year, the Board of Directors elected Maura A. Markus to fill the Board seat left vacant when Alexandra Lebenthal did not stand for reelection to the Board when her term expired on November 15, 2012. Ms. Markus was identified as a candidate by one of the Company’s non-management Board members.

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.

Stockholders who wish to submit nominees for election at an annual or special meeting of stockholders should follow the procedure described on page 73.76. 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.

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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, 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 Financial Officer meet regularly 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:

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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.

With the assistance of Cook & Co., the Compensation Committee reviewed our compensation programs for all Broadridge employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company.

The key design features in our compensation program that support this conclusion are:

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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 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 communications 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 our corporate website atwww.broadridge.com under the heading “Investor Relations—Corporate Governance” or by writing to the 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 solelyAudit Committee of the Board of Directors is responsible for reviewing and evaluating the Company’s transactions with persons who are related to the approvalCompany such as a director, executive officer of the Company, or ratificationan immediate family member of “related party transactions.” However,a director or executive officer of the Company. In addition, the Company has adopted the 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. Thereprovides that 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, 2012,2013, the Company did not engage in any transaction with a related person in which the amount involved exceeded $120,000.

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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 then in office, other than Mr. Weinbach, attended the Company’s 20112012 annual meeting of stockholders.

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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 “Proposal 1—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 “Proposal 1—Election of Directors—Information About the Nominees” section of this Proxy Statement.

John Hogan. Mr. Hogan is our President. In September 2013, the Board accepted Mr. Hogan’s resignation as President of Broadridge effective December 31, 2013. Mr. Hogan will continue at the Company in a non-officer role. In addition to his role as President of the Company, Mr. Hogan served as our Chief Operating Officer from 2007 until September 2012. Prior to the spin-off, 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.

Timothy C. Gokey. Mr. Gokey is our Corporate Senior Vice President and Chief Operating Officer. Mr. Gokey was appointed to the role of Chief Operating Officer in September 2012. Mr. Gokey’s responsibilities include our Securities Processing Solutions segment, the sales and marketing teams, and overall growth initiatives including strategy, mergers and acquisitions, partnerships, and other growth-related activities. Prior to his appointment as Chief Operating Officer, Mr. Gokey’s title was Corporate Senior Vice President, Chief Corporate Development Officer. Prior to joining Broadridge in 2010, Mr. Gokey was President of the Retail Tax business at H&R Block from 2004. 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 Schifellite. Mr. Schifellite is our Corporate Senior Vice President, Investor Communication Solutions. He is responsible for the bank, broker-dealer and corporate issuer solutions businesses of our Investor

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Communications segment. 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. In 2011, Mr. Schifellite’s title was changed from Corporate Vice President to Corporate Senior Vice President of Broadridge.

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, 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, SPS International and Global Outsourcing Solutions. He is responsible for our international securities processing and 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. 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 two business segments. 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, 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.

Lyell Dampeer. Mr. Dampeer is our Corporate Vice President, U.S. Investor Communication Solutions. He is responsible for our U.S. regulatory communication services, and for transaction reporting and electronic communication services. Prior to the appointment to his current role in 2012, Mr. Dampeer served as the head of our U.S. regulatory communications services including post-sale fulfillment from 2009. Mr. Dampeer joined ADP’s Brokerage Services Group in 2000 as Vice President, Client Services. Prior to that, he held a variety of senior management positions at companies providing outsourcing services.

Douglas R. DeSchutter. Mr. DeSchutter is our Corporate Vice President, U.S. Regulatory and Digital Communications. Mr. DeSchutter’s responsibilities include our U.S. regulatory communication services (proxy and prospectus) and our digital strategy. Prior to the appointment to his current role in 2012, Mr. DeSchutter was responsible for our customer communication services from 2009, including transaction reporting, electronic communications, document management, and new account processing solutions. Mr. DeSchutter was the Chief Strategy and Business Development Officer for Broadridge, responsible for mergers and acquisitions and strategy, from 2007 to 2009. Prior to the spin-off, 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.

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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 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.

Stephen G. Racioppo. Mr. Racioppo is our Corporate Vice President, Chief Revenue Officer. He is responsible for increasing sales momentum, building robust solutions offerings and enhancing Broadridge’s marketplace thought leadership. Prior to joining Broadridge, from 1974 to 2008, Mr. Racioppo was a Senior Managing Director at Accenture plc where he led the financial services consulting, technology and outsourcing businesses in North America and Asia Pacific. This included responsibility for $1.2 billion in annual revenues, $2 billion in contract value of sales annually, and over 3,000 people. Across his 35-year career at Accenture, Mr. Racioppo drove sales and opportunities in dozens of countries, led significant change in Accenture’s account management process, led the structuring and negotiating for many of Accenture's most innovative deals, and successfully managed some of the earliest and largest outsourcing deals. More recently, from 2009 to 2012, Mr. Racioppo served as Chief Operating Officer at TLO, an innovative high-tech, big data fusion company that invents and builds investigative products and solutions focused on risk, fraud and compliance for commercial and public sector markets.

Gerard F. Scavelli. Mr. Scavelli is our Corporate Vice President, Investor Communication Solutions-Mutual Funds. He is responsible for the mutual fund solutions businesses of our Investor Communication Solutions segment. 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, and again in 2008 as Senior Vice President and General Manager of mutual fund services. In 2009, Mr. Scavelli was promoted to his current role.

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.

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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, and by all directors and executive officers as a group.

The information set forth below is as of July 31, 2012,2013, 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.

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The following table sets forth, as of July 31, 2012,2013, the amount of beneficial ownership of each beneficial owner of more than five percent (5%) of the Common Stock:

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DIRECTOR COMPENSATION

The Compensationcompensation 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 (including our independent Chairman) in the fiscal year ended June 30, 2012.2013. All of our directors are non-management directors, other than Mr. Daly, who is our Chief Executive Officer. 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. Daly does not receive any separate cash or equity compensation for his participation on the Broadridge Board of Directors.

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

AnnualCash Compensation. In fiscal year 2012,2013, non-management directors, (otherother than our Chairman)independent Chairman, Mr. Brun, received an annual retainer of $50,000$60,000 and meeting fees of $1,500 for each Board meeting and $1,500 for each committee meeting attended (even if held on the same date). A non-management director’s attendance at Board or committee meetings by telephone results in payment of one-half of the standard meeting fee. The chairmanChairs of each committee (i.e., the Audit, Compensation, and Governance and Nominating Committees) receivesCommittees received an additional annual retainer of $10,000 per year. Our independent Chairman of the Board received a retainer of $120,000 with no additional payments for meeting attendance during fiscal year 2013. All retainers and meeting fees are paid in cash on a quarterly basis. The non-management directors are also reimbursed for their reasonable expenses in connection with attending Board of Director and committee meetings and other Company events.

Our independent Chairman of the Board receives a retainer of $120,000 with no additional payments for meeting attendance during fiscal year 2012. Mr. Brun served as independent Chairman of the Board beginning on November 16, 2011 (the date of our 2011 annual meeting of stockholders). As a result, he was compensated as a director for the first quarter and as our Chairman beginning in the second quarter of fiscal year 2012. Our former Chairman, Arthur F. Weinbach, received a cash retainer of $60,000 in fiscal year 2012, with no additional payments for meeting attendance for his service as Chairman through November 15, 2011.

Directors may elect to defer 100% of their retainers and meeting fees which are credited into a notional account in the form of phantom shares of Broadridge Common Stock. This election is made annually prior to the beginning of the calendar year in which the retainers and fees are earned and is irrevocable for the entire calendar year. Accounts are adjusted to reflect changes in value over time based on the growth in Broadridge’s stock price and are also credited with dividend equivalents on a quarterly basis as cash dividends are declared by the Broadridge Board. Participants receive distributions of the value of their notional accounts in cash following their departure from the Board of Directors.

Equity Compensation. Non-management directors are eligible to receivereceived an annual grant of stock options and DSUs under the 2007 Omnibus Award Plan (the “Omnibus Plan”). The non-management directors, other than our independent Chairman, Mr. Brun, received equity awards with a target value of $105,000.$115,000. Mr. Brun received equity awards with a target value of $180,000 during fiscal year 2012. Mr. Weinbach did not receive an equity award for his service to the Broadridge Board for fiscal year 2012.2013. The number of shares comprising each director’s equity awards is determined at the time of grant based on a 30-day average stock price value and, for stock options, the amount is determined using the binomial value. The equity target value is split equally between stock options and DSUs. The awards have been granted in May of each year but, beginningBeginning in fiscal year 2013, the Committee moved the date of equity grants to the non-management directors from May to November; awards will be granted in Novemberare now made each year on the daydate of the annual meeting of stockholders.stockholders to coincide with the start of each director’s term.

All stock options are granted with an exercise price equal to the closing price of Broadridge Common Stock on the date of the grant. All options granted to our non-management directors are fully vested upon grant, and have a term of ten10 years. On May 10,November 15, 2012, each non-management member of the Board, other than our independent Chairman, Mr. Brun, was granted 9,98212,074 stock options with an exercise price of $21.29$22.67 per share. Mr. Brun was granted 17,11318,899 options with an exercise price of $21.29$22.67 per share. For option grants made to our non-management directors in May 2012 and those that will be made thereafter, the Compensation Committee has determined that the post-termination exercise period will be three yearsFollowing separation from their termination of service on the Board, insteadoptions held by directors expire at the earlier of 60 days.the expiration of the option term or three years.

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All DSUs are granted at the same time as stock options, are fully vested upon grant, and will settle as shares of the Common Stock upon the director’s separation from service on the Board. DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Broadridge Board. On May 10,November 15, 2012, each non-management member of the Board, other than our independent Chairman, Mr. Brun, was granted 2,2022,494 DSUs. Mr. Brun was granted 3,7753,904 DSUs.

Effective

It is the Compensation Committee’s policy that directors appointed between annual meetings of stockholders will be granted prorated equity awards. Maura A. Markus joined the Broadridge Board in March 2013, and was granted prorated awards of 10,102 stock options with an exercise price of $26.00 per share, and 1,685 DSUs on May 1, 2012, the9, 2013.

The stock ownership requirements for the Company’s non-management directors were modified by the Compensation Committee to provide that each non-management director is expected to ownaccumulate an amount of the Company’s Common Stock equal to at least equal in value to five times the value of thetheir annual cash retainer they are paid by the Company. The Compensation Committee increased this multiple from two times the annual retainer to further align the interests of the directors with those of Broadridge’s stockholders.retainer. In addition, the directors are required to hold 100% of their shares received upon exercise of stock options, net of their exercise price, tax liability, and transaction costs upon exercise until their separation from service on the Board. DSUs do not settle as shares of Common Stock until a director’s separation from service on the Board. Because of the holding requirement, there is no minimum time period in which the directors are required to achieve the stock ownership multiple. All directors are making progress toward meeting the ownership multiple.

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, a charitable foundation established and funded by the Company (the “Broadridge Foundation”) contributes 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 20122013 Non-Management Director Compensation

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(3)

As required by SEC rules, amounts in this column present the aggregate grant date fair value of option awards computed in accordance with FASB ASC 718.718. The total number of stock options outstanding for each non-management director as of June 30, 2012,2013, all of which are exercisable, is as follows: 76,38295,281 (Mr. Brun); 32,95145,025 (Mr. Duelks); 69,25181,325 (Mr. Haviland); 17,85129,925 (Ms. Jaffee); 69,2519,982 (Ms. Lebenthal); 69,25181,325 (Mr. Levine); 32,95110,102 (Ms. Markus); 45,025 (Mr. Perna); and 69,25181,325 (Mr. Weber). Mr. Weinbach has 286,300 stock options outstanding, 196,240 of which are exercisable.

(4)

This column represents Company-paid contributions made to qualified tax-exempt organizations under the Matching Gift Program on behalf of the non-management directors and Mr. Weinbach, prior to his retirement.directors. The Company matches 100% of all contributions made by its non-management directors to qualified tax-exempt organizations, up to a maximum Company contribution of $10,000 per calendar year, while amountsyear. Amounts shown reflect total Company matching contributions in each fiscal year.

(5)	Mr. WeinbachMs. Lebenthal served as a member of the Board until November 2011.15, 2012.

(6)	Ms. Markus joined the Board on March 1, 2013.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section of the Proxy Statement explains the design and operation of our executive compensation programs with respect to Broadridge’s executive officers listed on the Summary Compensation Table on page 4946 (the chief executive officer, chief financial officer, and the three other most highly compensated executive officers in fiscal year 2012,2013, referred to as the “Named Executive Officers”):

Mr. Gokey was promoted to the position of COO in September 2012. Mr. Hogan served as the Company’s COO in fiscal year 2012 and will continue to serve as the Company’s President.

EXECUTIVE SUMMARY

Our executive compensation program’s objectives are:

Performance Highlights

In fiscal year 2012, Broadridge’s2013, our revenues from continuing operations increased $127 million, or 6%, to $2,304$2,431 million, compared to $2,167$2,304 million for the comparable period last year. Theyear, and our recurring fee revenues increased by 4%. This increase in total revenues was driven by highera positive contribution from recurring fee revenues of $140approximately $57 million an 11% increase compared to last year, as event-driven and distribution revenues were essentially flat. In addition, Broadridge achieved aincluding net new business reflected in our excellent 99% client revenue retention rate, in fiscal year 2012.

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Fiscal year 2012 was a successful year of execution for Broadridge. Over the last three fiscal years, the Company has undertaken three important strategic initiatives: the migration of its data center to International Business Machines Corp. (“IBM”); the Morgan Stanley Smith Barney (“MSSB”) conversion and the Penson Worldwide, Inc. (“Penson”) conversion. All three were substantially completed during fiscal year 2012, as planned. The Penson agreement was anticipated to generateacquisitions, higher distribution revenues of $50 million annually beginning inand higher event-driven fee revenues of $24 million.

Our fiscal year 2013. Unfortunately, the Company was forced to make several tough decisions resulting from the financial challenges Penson faced over this past year. In May 2012, Penson announced that it had entered into an agreement with PEAK6 Investments, L.P. to create Apex Clearing Holdings, LLC (“Apex Clearing”) to provide clearing and related services to Penson’s U.S. securities correspondents. In June 2012, Broadridge entered into a ten-year agreement with Apex Clearing to perform outsourcing services for Apex Clearing consistent with the securities processing and back-office support services it had previously performed for Penson.

As a result of Penson’s financial difficulties and the Apex Clearing transaction, in fiscal year 2012, Broadridge wrote off its $21 million note receivable with Penson (the “Penson Note”) and $47 million in capitalized conversion costs related to the Penson outsourcing agreement (the “Penson Deferred Costs”). Although Penson’s financial difficulties and this transaction had a negative impact on the Company’s fiscal year 2012 earnings presented in accordance with United States generally accepted accounting principles (“GAAP”), the Company believes that its actions in this difficult situation were aligned with what was in the best long-term interests of Broadridge and the industry it serves, and accordingly, for its clients, stockholders and associates. The decisions that the Company made were consistent with maintaining Broadridge as a strong market leader and the confidence the Company has in its outsourcing solutions business and the service profit chain. Potential outsourcing services sales represent the largest transactions in the Company’s current sales pipeline.

The Company’s GAAP2013 net earnings from continuing operations of $125 million declined 27% compared to the same period last year, primarily due to the impact of certain non-recurring events. The Company’s Non-GAAP net earnings from continuing operations, adjusted to exclude the impact of these non-recurring events, were $198 million, a 13% increase from Non-GAAP net earnings from continuing operations of $176 million in fiscal year 2011. The Company’s results that are not presented in accordance with GAAPgenerally accepted accounting principles in the United States (“Non-GAAPGAAP”) are adjustedof $212 million increased 70%, compared to exclude$125 million in the impactcomparable period last year, driven primarily by higher revenues, increased margins driven by mix of thebusiness, impairment charges taken on the assets held by the Company related to Penson includingWorldwide,

Inc. (“Penson”) recorded in the Penson Note and Penson Deferred Costs (the “Penson Charges”),prior fiscal year, costs related toassociated with the migration of the Company’sour data center to IBM (the “recorded in the prior fiscal year, and cost containment. Our net earnings from continuing operations that are not presented in accordance with GAAP (“IBM Migration CostsNon-GAAP”), and restructuring charges. The Company’s were $236 million compared to $213 million in the comparable period last year. Our GAAP diluted earnings per share (“EPS”) from continuing operations decreasedincreased to $1.69 per share compared to $0.98 per share compared to $1.34for the comparable period last year. Our Non-GAAP diluted earnings per share in fiscal year 2011. The Company’s Non-GAAP diluted EPS from continuing operations was $1.55were $1.88 per share compared to $1.37$1.67 per share for the comparable period last year.

In fiscal year 2013, the Company’s Non-GAAP earnings results are adjusted to exclude the impact of amortization charges associated with intangible asset values and other deal costs associated with the Company’s acquisitions, restructuring and impairment charges, and a one-time tax benefit.

The Company’s fiscal year 2013 GAAP pre-tax margins from continuing operations of 13.3% improved compared to 8.7% for the same period last year as a result of the impact of impairment charges related to Penson and costs associated with the migration of our data center to IBM that were recorded in fiscal year 2011.2012.

TheDuring fiscal year 2013, the Company’s recurring revenue closed sales for the yearof $121 million were $120 million, an increase of $7 million, or 6%,up slightly compared to $113 million forlast year’s comparable period. Recurring revenue closed sales continue to be a significant factor in Broadridge’s financial results and the Company reported record recurring revenue closed sales in the fiscal year. The closed sales results included a large transaction the Company entered as a result of a strategic alliance with Accenture plc during fiscal year ended June 30, 2011. Of2013. For the $120second consecutive year, the Company closed over $100 million in recurring revenue closed sales $108 million was attributable to dealscontracts with expected revenues of less than $5 million each. The Company closed 60% more sales under $5 million in fiscal year 2012 than in fiscal year 2011, primarily due to sales of the Company’s growingBroadridge’s emerging and acquired products. In 2012,product portfolio contributed significantly to this performance, and has helped Broadridge to manage through the Company used $78 million of its cashfinancial crisis and to pay dividends. The 2012 annual dividend rate of $0.64 per share was a 7% increase in the annual dividend rate from 2011. For 2013, the Board of Directors increased the annual dividend amount by approximately 13% to $0.72 per share. The Company has increased its dividend payment every year since its spin-off and with this increase, the dividend amount has tripled since its first dividend payment in July 2007. find new growth.

In fiscal year 2012,2013, we returned a total of $313 million to our stockholders in the Companyform of $86 million in cash dividends and $227 million in share repurchases. We repurchased approximately 1.79.2 million shares of Broadridge Common Stock under itsour stock repurchase planplans at an average price of approximately $23.06$24.52 per share.share, or a total of 7% of our outstanding shares. In addition, in August 2013, our Board of Directors increased our annual dividend amount by approximately 17%, from $0.72 per share to $0.84 per share, subject to the Company acquired Paladyne Systems, Inc. during fiscal year 2012, a providerdiscretion of buy-side technology solutionsthe Board of Directors. With this increase, our annual dividend has increased for the global investment management industry.sixth consecutive year since our first full year of dividend payments in 2008.

Certain financial results in this Performance Highlights section are Non-GAAP financial measures and should be viewed in addition to, and not as a substitute for, the Company’s reported results. Adjusted net earnings from

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continuing operations and adjusted diluted EPS from continuing operations excluding the Penson Charges, IBM Migration Costs,impact of acquisition amortization and other costs, restructuring and impairment charges, and a one-time tax benefit are Non-GAAP measures. Our reported results are adjusted to exclude the impact of certain non-recurring items as Broadridge believes this Non-GAAP information helps investors understand the effect of these items on our reported results and provides a better representation of our actual performance. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 20122013 Annual Report for more information on the calculation of these Non-GAAP financial measures.

Compensation Highlights

Our goal is to position target compensation, on average, at the median of the external market for the Named Executive Officers. On an individual basis, target compensation for each Named Executive Officer may be set above or below median based on a variety of factors including sustained performance over time, readiness for promotion to a higher level, and skill set and experience relative to external market counterparts. Actual compensation varies above or below the target level based on the degree to which specific performance goals are attained in the variable incentive plans, changes in stock value over time, and the individual performance of each executive.

In

As discussed above, in fiscal year 2012, the Company had2013, we reported strong operating results with solid revenue growth of 6%, particularly in recurring fee revenues which grew by 11%, and the Company’s closed sales results were also strong with record recurring revenue closed sales. Although the Company’s GAAP net earnings and EPS results decreased compared to last year’s results, the Company’s core business results remain strong and the decrease was primarily due to the impact of certain non-recurring events discussed above.per share performance. In line with the improvements in the Company’s overall Non-GAAP financial performance in fiscal year 20122013 compared to fiscal year 2011,2012 and our strong results versus budgeted goals, the total direct compensation of the Named Executive Officers increased, primarily due to an increase in their annual cash incentive award payments, reflective of the Company’s stronger financial performance in fiscal year 2012 excluding the impact of the non-recurring events.payments. The annual cash incentive payments for the Named Executive Officers ranged from 112.1% to 120.8% of their targets, as compared to 92.8% to 115.7% of their targets as compared to 78.0% to 80.5% of their targets in fiscal year 2011.2012. In contrast to increased annual cash incentive payments, 70%addition, 100% of performance-based RSU target awards granted in early fiscal year 2012 (which are based on average EPS performance over a two-year period) were earned inat the end of fiscal year 2012, down2013, up from 80%70% earned inat the end of fiscal year 2011.2012.

In summary, the Compensation Committee concluded that fiscal year 20122013 compensation was well aligned with the Company’s performance for the year and that the linkageconnection between pay and performance is strong.

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Total Direct Compensation Objectives and Fiscal Year Changes

The primary elements of our executive compensation program are described below.

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Other Compensation Elements

In addition to the compensation elements described above, we also provide the compensation described below.

The Company maintains Officer Stock Ownership and Retention and Holding Period Guidelines, an Executive Officer Compensation Clawback Policy, and a Pre-Clearance and Insider Trading Policy that are designed to reflect best practices in corporate governance. For information about these policies, please see “Corporate Governance Policies” on page 43.pages 41-42.

KEY ROLES AND PROCESSES FOR EXECUTIVE COMPENSATION DECISION-MAKING

Role of the Compensation Committee

The Compensation Committee, which consists solely of independent directors, has oversight of all compensation elements provided to Broadridge’s executive officers, including 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 our executive compensation program supports our long-term business strategy and enhances our performance and return to stockholders. Among its duties, the Committee determines and approves the total compensation of our CEO and approves allthe compensation recommendations for the remainder of our Named Executive Officers after taking into account the CEO’s recommendations including:

Role of the Independent Consultant

The Compensation Committee engages Cook & Co. as its independent compensation consultant to provide compensation market analysis and insight with respect to the compensation of our executive officers, including

the Named Executive Officers. In addition, Cook & Co. provided the Compensation Committee advice regarding selection of the Peer Group companies (as defined below), market competitive compensation, design of the variable incentive plans, selection of performance goals and ranges, executive compensation trends, regulatory updates, and an assessment of the compensation risk of Broadridge’s incentive plans. The Compensation Committee reviewed the independence of Cook & Co. and concluded that Cook & Co. is independent and their work has not raised any conflicts of interest. Please see the “Corporate Governance” section of this Proxy Statement for additional information about the role of Cook & Co.

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Role of Management

Each year our CEO recommendsmakes recommendations to the Compensation Committee with respect to the base salary increases (if any),salaries, annual cash incentive awards and long-term incentive awards for executive officers, including the other Named Executive Officers, within the framework of the executive compensation program approved by the Committee and taking into account Cook & Co.’s review of market competitive compensation data on behalf of the Committee. These recommendations are based upon his assessment of each executive officer’s performance, the performance of the individual’s respective business or function, and employee retention considerations. The Committee considers the CEO’s recommendations in its sole discretion. Our CEO does not make recommendations that affect his own compensation.

Results of 20112012 Say on Pay Proposal

The Company provides stockholders with thean opportunity to cast an advisory vote on the compensation of the Company’s Named Executive Officers, as disclosed pursuant to the SEC’s compensation disclosure rules (a“Sayon Pay Proposal”). At the 20112012 annual meeting of stockholders, approximately 94%95% of the votes cast on the Say on Pay Proposal were voted in favor of the proposal. The Committee discussed the results of this advisory vote in connection with its review of compensation decisions. In addition, in response to the results of the advisory vote on the frequency of the Say on Pay Proposal at the 2011 annual meeting of stockholders, the Company will present the Say on Pay Proposal for advisory vote on an annual basis at least until the next advisory vote on the frequency of say on pay votes (no later than the 2017 annual meeting of stockholders).

Based on the outcome of the annual advisory vote, and after taking into account stockholder feedback, the Compensation Committee believes that the Company’s current executive compensation program has the support of the Company’s stockholders. As a result, no actions were taken with respect to our executive compensation program based on the advisory vote.

The Committee will continue to consider the outcome of the Company’s annual Say on Pay Proposal votes and the views of our stockholders when making future compensation decisions for the Named Executive Officers. The Company will present the Say on Pay Proposal for advisory vote on an annual basis at least until the next advisory vote on the frequency of say on pay votes (no later than the 2017 annual meeting of stockholders).

Peer Group Selection and Market Data

The list 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, Cook & Co., determined that the following 2018 companies are Broadridge’s peers for fiscal year 20122013 compensation benchmarking purposes (the “Peer Group”):

MF Global Holdings, Ltd. and GFI Group, Inc. were removed from the list of peer group companies used byin the Committee forprior fiscal year 2013.year. MF Global Holdings, Ltd. filed for bankruptcy protection in 2011. GFI Group, Inc. was removed from the list because its revenues are less than half of Broadridge’s revenues and it is in an industry with a different risk profile than Broadridge.

The Peer Group companies were selected based primarily on the following two factors:

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Peer group data is considered a primary source of information for the determination of both market practices and market compensation levels for the Named Executive Officers. As there is limited data on positions other than the CEO and CFO in the peer group data, the Compensation Committee also reviews data from threetwo national survey sources related to general industry companies (the “General Industry Group”) size-adjusted for Broadridge’s total revenues, and fee revenues, as described in the next paragraph, or in the case of Mr. Schifellite’s role, for the total revenues of the bank, broker-dealer and corporate issuer solutions businesses of our Investor Communications segment (the “Bank/Broker/Issuer division total revenues and fee revenues,”), when it considers the market competitiveness of Named Executive Officer compensation levels and/or market practices. The surveys utilized are Towers Watson’s CDB General Industry Executive Compensation Survey, which includes 435 participants, and Aon Hewitt’s TCM Executive Total Compensation Regression Analysis: United States, which includes more than 360 participants.

For comparison purposes, due to the variance in size among the companies in the General Industry Group, regression analysis, which is an objective analytical tool used to determine the relationship between one variable and another, is used to adjust the data for differences in the General Industry Group company revenues in order to be comparable to Broadridge. Regressed General Industry Group data was reviewed by the Compensation Committee in conjunction with peer group data to determine market rates and year-over-year changes in Named Executive Officers’ total compensation, which are discussed in more detail below.

Summary of Target Compensation for Named Executive Officers

The fiscal year 20122013 compensation elements that comprise 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 4946 of this Proxy Statement, and is not a substitute for such information. The stock award and stock option columns in the Summary Compensation Table represent the grant date fair value of awards made during fiscal year 2012.2013. The target equity values below represent a target used by the Compensation Committee at the time of the decision of the grant date fair value of these awards.Committee.

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

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Named Executive Officer		Base Salary								Annual Cash Incentive												Annual Equity Incentive								Total Target Direct Compensation (TDC)
		Annual $				Fixed Cash as % of Target TDC				Cash Incentive Target as % of Base				Total Target Cash				Variable Cash as % of Target TDC				Target Value				Equity as % of Target TDC
Mr. Daly		$	715,000				16	%			165	%		$	1,894,750				27	%		$	2,500,000				57	%		$	4,394,750
Mr. Sheldon		$	473,800				33	%			75	%		$	829,150				25	%		$	600,000				42	%		$	1,429,150
Mr. Hogan		$	540,000				21	%			150	%		$	1,350,000				31	%		$	1,225,000				48	%		$	2,575,000
Mr. Gokey		$	530,500				26	%			115	%		$	1,140,575				30	%		$	900,000				44	%		$	2,040,575
Mr. Schifellite		$	430,560				27	%			110	%		$	904,176				29	%		$	700,000				44	%		$	1,604,176

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

CEO Evaluation Process

The Compensation Committee with the assistance of a third-party executive leadership consultant, evaluates the performance of the CEO annually. This CEOThe Compensation Committee’s evaluation focuses on both leadership attributes and measurableof Mr. Daly’s performance as discussed below:is focused on:

Mr. Daly’s performance in bothleadership and the leadership profile and CEO scorecard waswere evaluated by all independent members of the Board. In addition, Mr. Daly’s performance in the leadership profile categories was also evaluated by the executive officers of the Company. Ratings were tabulated by thea third-party executive leadership consultantservice provider and reviewed by the Board of Directors.

The Board of Directors used the results of both the leadership profileassessment and the CEO scorecard to assessevaluate Mr. Daly’s performance for the fiscal year, and to communicate the key performance and strategic and leadership 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 in determining Mr. Daly’s annual cash incentive award payment for fiscal year 2012 (see page 36 of this Proxy Statement).

In its evaluation of Mr. Daly, the Board of Directors concluded that Mr. Daly met the overall expectations of the Board in both theits leadership profileassessment and the results measured on the CEO scorecard in fiscal year 2012. Despite2013, and made recommendations to the financial challengesCompensation Committee reflecting this evaluation. At the conclusion of the fiscal year, the Board believed Mr. Daly played a critical role in managing the multiple external challenges facedresults were considered by the Company during the year.Compensation Committee in determining Mr. Daly’s compensation.

ELEMENTS OF EXECUTIVE COMPENSATION

Base Salary

The base salaries of the Named Executive Officers are reviewed and approved by the Compensation Committee in the first quarter of the Company’s fiscal year. Base salaries are targeted at the median based on peer groupPeer Group benchmarking and a general industryGeneral Industry Group survey and a review of market trends prepared by Cook & Co. Actual positioning varies above or below the median to reflect each executive’s performance over time, experience and skill set relative to the Company’s other executive officers, and their criticality to the Company.

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CEO

In September 2011,2012, the Compensation Committee reviewed Mr. Daly’sthe base salarysalaries of the Named Executive Officers and decided to provide a base salary increase of 3% for Mr. Daly, bringing his base salary to $695,000 for fiscal year 2012. In makingtaking this decision,criteria into consideration, the Committee reviewed data provided by Cook & Co. that indicated that Mr. Daly’s base salary was between the 25th percentile and median of chief executive officers in the Peer Group, and Mr. Daly’s total target direct compensation was between the 25th percentile and the median of chief executive officers in the Peer Group. Additionally, while the Board of Directors had been pleased with Mr. Daly’s performance and results of his evaluation during fiscal years 2010 and 2011, Mr. Daly had not received a merit-based salary increase in either of those years due to weak economic conditions.

Other Named Executive Officers

In September 2011, taking into account the Cook & Co. study described above and for the reasons described below, the Compensation Committee elected to makemade the following merit-based salary increases:increases for fiscal year 2013, effective on September 1, 2012:

Annual Performance-Based Cash Incentives

Broadridge provides annual performance-based cash incentives to all of its executive officers, including the Named Executive Officers, under the Omnibus Plan. The incentives are intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The annual cash incentives for the Company’s Named Executive Officers are designed to reward annual performance, as measured by achievement against pre-set goals.

Certain of the corporate performance targets discussed in this Proxy Statement related to cash and equity incentive compensation are measured on an adjusted basis.in a manner that reflects specific pre-determined adjustments to results. The Compensation Committee determines at the time it establishes the targets certain types of expenses, costs and other matters (such as acquisition costs and related restructuring and integration costs, as well as changes in accounting rules that occur after the awards are made) that it believes should not affect the calculation of the achievement of a performance goal. Similarly, divisional performance targets typically exclude corporate allocations, costs associated with corporate initiatives, or other matters that management recommends to the Committee not to be considered when measuring performance.

In fiscal year 2012, The purpose of these adjustments consistedis to ensure that the measurement of performance reflects factors that management can directly control and that payout levels are not artificially inflated or impaired by factors unrelated to the ongoing operation of the Penson Charges, IBM Migration Costs, restructuring charges, and costs related to the Company’s acquisition of Paladyne Systems, Inc. These adjustments and exclusions may differ from those used by management when disclosing the Company’s financial results and providing financial guidance. As a result, the net earnings, EPS, income before taxes and extraordinary items and free cash flow results and targets discussed in the cash and equity incentive compensation sections that follow differ from, or may not in the future be in alignment with, our reported financial results.

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Fiscal Year 2013 Cash Incentive Award TargetsTarget Changes

In September 2011,2012, after reviewing Broadridge’s fiscal year 20122013 business plan and taking into account the results of the Cook & Co. study, the Committee decided that the annual cash incentive targets as a percentage of base salary would remain unchanged from fiscal year 2011 levelsbe increased for allthree of the Named Executive Officers, except Mr. Hogan and Mr. Daly. Mr. Hogan’s target was increased from 125% of his base salary to 140% of his base salary to reflect his sustained high performance levels and broad line management responsibility, as well as his responsibility for significant business deliverables.set forth below:

Mr. Daly’s target bonus was increased slightly from 163% of his base salary to 165% of his base salary, primarily as a result of rounding, to move his total direct compensation closer to the median of chief executive officers in the Peer Group.

The Compensation Committee’s decision to not change the annual cash incentive targets for the three other Named Executive Officers was made in part because the Peer Group analysis conducted by Cook & Co. reflected that the Company’s target cash incentive levels as a percentage of base salary were competitive for these individuals with the external market.

Maximum Cash Incentive Awards Available

Early in fiscal year 2012,2013, the Compensation Committee established that no annual cash incentive awards would be payable to the Company’s executive officers unless the Company’s fiscal year 20122013 adjusted net earnings were at least $123$133 million. The Committee defined adjustedselected this metric because it measures annual corporate growth and is believed to provide alignment with our stockholders’ interests. Adjusted net earnings was defined as the Company’s fiscal year 20122013 net earnings from continuing operations after income taxes reported in the Company’s financial statements for the 2013 fiscal year, as adjusted to exclude the impact of the full amount of all items of gain, loss, charge or expense relating to the items specified by the applicable automatic adjustments to this performance goal that were established byCompensation Committee within the Committee in accordance with the Omnibus Plan at the timefirst 90 days of the performance goal was set.period, as disclosed in the Company’s financial statements, footnotes to the financial statements or in management's discussion and analysis of financial condition and results of operations appearing in the Company’s Form 10-K for the fiscal year. In fiscal year 2012,2013, these adjustments consisted of certain non-recurring events in connection with the Penson Charges, IBM Migration Costs,exclusion of the impact of restructuring charges, and costsimpairment charges related to severance, one-time system development costs, and the Company’s acquisitionrestructuring and outsourcing of Paladyne Systems, Inc.certain processing related to our desktop applications.

Achievement of this performance threshold goal establishes thea maximum award amount that each Named Executive Officer would beis eligible to receive, equal to 200% of their target amount set forth below. However, the actual cash incentive award payable would beis determined by the Compensation Committee in its discretion, taking into account financial and non-financial performance of the Company, andindividual performance of the Named Executive Officer, and any other factors the Compensation Committee deems relevant, limited to the maximum award amount.

Broadridge’s adjusted net earnings for fiscal year 2012 were $201 million;2013 exceeded the $133 million threshold; therefore, the Company achieved the required threshold to pay cash incentive awards to the Named Executive Officers. In determining actual award amounts, the Committee considered achievement compared to pre-established financial, strategic and client satisfaction goals as described below.

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20122013 Cash Incentive Award Performance Metrics

For fiscal year 2012,2013, the Committee determined that the annual cash incentive awards for the Named Executive Officers would be based primarily on the following three components:

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The details on the calculation of the fiscal year, 2012and the corresponding compensation level equates to what is considered competitive as compared to data derived from the General Industry Group market surveys and Peer Group data.

The following financial goals are part of the scoring of annual cash incentive award amountsplans for the Named Executive Officers are provided below.Officers:

CEO

Mr. Daly’s annual cash incentive award target value for fiscal year 2012 was $1,146,750, with a range of possible payment of 0% to 200% of the target amount. The principal measures used by the Compensation Committee to score his award were as follows:

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CEO—Determination of Fiscal Year 2012 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 2012 cash incentive payment was reviewed and approved by the Compensation Committee following the end of fiscal year 2012. Mr. Daly does not participate in the determination of his cash incentive payment. The financial goals portion of Mr. Daly’s 2012 cash incentive award was determined as follows:

The Strategic Goals, which were communicated to Mr. Daly by the Compensation Committee at the beginning of the fiscal year, primarily consisted of:

The Compensation Committee considered the following key accomplishments, which are set forth in the CEO scorecard, in determining Mr. Daly’s achievement of the strategic goals portion of his cash incentive award:

Based on these accomplishments and the Committee’s assessment of his overall performance, the Committee decided to pay Mr. Daly 92.8% of the target on his strategic goals portion of his cash incentive award.

Other Named Executive Officers

The other Named Executive Officers’ 2012 annual cash incentive target goals were recommended to the Compensation Committee by Mr. Daly, with his own financial and strategic goals serving as a guideline on both target performance and relative weighting of those goals.

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 role and responsibilities along with external market analysis of both the

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Peer Group and the General Industry Group. Mr. Gokey’s target cash incentive award percentage was set forth in his offer letter dated March 15, 2010, as amended in September 2010 (the “Offer Letter”). In fiscal year 2012, the cash incentive awards had a possible payment range of 0% to 200% of the target amounts. The other Named Executive Officers’ 2012 annual incentive targets were: Mr. Sheldon: 75%; Mr. Hogan: 140%; Mr. Gokey: 100%; and Mr. Schifellite: 100% of their respective fiscal year-end base salaries.

The annual incentive award targets and performance measures for fiscal year 2012 for the other Named Executive Officers were as follows:

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Other Named Executive Officers—Determination of Fiscal Year 2012 Annual Cash Incentive Award

All other Named Executive Officers’ actual annual cash incentive award payment amounts were determined by the Compensation Committee taking into account the recommendation of Mr. Daly. To the extent applicable, the financial goals listed above are measured in the same manner as the measurement of Mr. Daly’s financial goals for purposes of determining the cash incentive awards of the other Named Executive Officers.

Mr. Sheldon’s financial goals include Free Cash Flow rather than Total Recurring Revenue Closed Sales. As the CFO, Mr. Sheldon’s core responsibilities include the sound management of the Company’s cash flow, and therefore, Free Cash Flow is an important metric in evaluating his performance. The Free Cash Flow goal is defined as the net cash flow provided by operating activity of continuing operations less cash used for capital expenditures and software purchases, as adjusted to exclude the impact of certain extraordinary items. In fiscal year 2012, the adjustments consisted of the Penson Charges, IBM Migration Costs, restructuring charges, and costs related to the Company’s acquisition of Paladyne Systems, Inc.

Achievement of the Broadridge Free Cash Flow goal for fiscal year 2012 was determined as follows:

In addition to the Broadridge Financial Goals, Mr. Schifellite’s financial goals include the results of the Bank/Broker/Issuer division of the Investor Communication Solutions segment asbecause Mr. Schifellite is directly responsible for the results of that division. The Broadridge Company-wide goals and those of the Bank/Broker/Issuer division are given equal weight becausein the determination of Mr. SchifelliteSchifellite’s cash incentive award.

Determination of Fiscal Year 2013 Annual Cash Incentive Award

The financial goals portion of the 2013 cash incentive award was determined as follows: