UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

(RULE14a-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):

NOTICE OF 2013 ANNUAL MEETING AND PROXY STATEMENT

1981 Marcus Avenue

Lake Success, New York 11042

Dear Stockholder:

You are cordially invited to attend the 20132014 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc. Our 20132014 Annual Meeting will be held on Thursday, November 14, 2013,13, 2014, at 1010:00 a.m. Eastern Time. We are very pleased to note that this year’s annual meeting will be our fifthsixth completely virtual meeting of stockholders. You will be able to attend the 20132014 Annual Meeting, vote, and submit your questions during the meeting via live webcastthe Internet by visitingwww.virtualshareholdermeeting.com/br13br14.

As permitted byAt the rules of the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of our annual meeting, and conserves natural resources. On October 4, 2013, we mailed our stockholders a notice containing instructions on how to access our 2013 Proxy Statement and 2013 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, 2013 Proxy Statement, and proxy card. If you received your proxy materials by mail, the notice of annual meeting, 2013 Proxy Statement, and proxy card fromwill elect our Board of Directors were enclosed. If you received your proxy materials via e-mail, the e-mail contained voting instructions and linksconduct several other important items of business, and I will report on our fiscal year 2014 financial performance. I will also answer questions from our stockholders. Due to an age limitation for election to the 2013 Proxy StatementBoard provided in our Corporate Governance Principles, Sandra S. Jaffee, elected to the Board in 2010, will be rotating off the Board following the 2014 Annual Meeting. I wish Sandy well and 2013 Annual Reportthank her for her service on the Internet.Board.

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

Whether or not you plan to attend the 20132014 Annual Meeting, please read our 20132014 Proxy Statement for detailedimportant information on each of the proposals.proposals, and our practices in the areas of corporate governance and executive compensation. Our 20132014 Annual Report contains information about Broadridge and itsour financial performance.

Please provide your voting instructions by the Internet, telephone, or by returning a proxy card or voting instruction form. 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 20132014 Annual Meeting of Stockholders.

Sincerely,

Richard J. Daly

President and Chief Executive Officer

Lake Success, New York

October 4, 20133, 2014

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1981 Marcus Avenue

Lake Success, New York 11042

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 14, 2013

Notice is hereby given that the 2013The 2014 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc., a Delaware corporation, will be held on Thursday, November 14, 2013,13, 2014, at 1010:00 a.m. Eastern Time. You can attend the 20132014 Annual Meeting online, vote your shares electronically and submit questions during the meeting, by visitingwww.virtualshareholdermeeting.com/br13.br14.Be sure to have your 12-Digit Control Numberthe control number we have provided to you to join the meeting. TheAt the meeting, stockholders will be held for the following purposes:asked to:

(1) to

(2)

(3) to approve the amendment and restatement of the Company’s 2007 Omnibus Award Plan;

(4) to hold an advisory vote on the Company’s executive compensation (the Say on Pay Vote); and

(5) to

Stockholders of record at the close of business on September 23, 2013,22, 2014, are entitled to notice of, and to vote at, the 20132014 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 20132014 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 20132014 Annual Meeting atwww.virtualshareholdermeeting.com/br13br14when you enter the control number we have provided to you.

As permitted by the rules of the Securities and Exchange Commission, we are pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of our annual meeting, and conserves natural resources. On or about October 3, 2014, we mailed our stockholders a Notice containing instructions on how to access our 2014 Proxy Statement and 2014 Annual Report and vote online. The Notice also included instructions on how you can receive a paper copy of the proxy materials. If you received your 12-Digit Control Number.proxy materials by mail, the 2014 Proxy Statement, 2014 Annual Report, and proxy card were enclosed. If you received your proxy materials via e-mail, the e-mail contained voting instructions and links to the 2014 Proxy Statement and 2014 Annual Report on the Internet.

You have three options for submittingWe encourage you to vote at your voteearliest convenience, by one of the following means before the 2013 Annual Meeting:

You may also vote during the Annual Meeting via the Internet by visitingwww.virtualshareholdermeeting.com/br14 and following the instructions. Please vote as soon as possible to record your vote promptly, even if you plan to attend the 20132014 Annual Meeting on the Internet.Meeting.

By Order of the Board of Directors,

Adam D. Amsterdam

Secretary

Lake Success, New York

October 4, 20133, 2014

Broadridge Financial Solutions, Inc.TABLE OF CONTENTS

1981 Marcus Avenue

Lake Success, New York 11042

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PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 14, 2013TO BE HELD ON NOVEMBER 13, 2014

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 14, 2013,13, 2014, at 1010:00 a.m. Eastern Time via the Internet atwww.virtualshareholdermeeting.com/br14(the “20132014 Annual Meeting” or the “Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

INTERNET AVAILABILITY OF

Annual Meeting of Stockholders

What matters will be voted on at the Annual Meeting?

We are makingdo not expect any other items of business to be brought before the Annual Meeting because the deadlines for stockholder proposals and director nominations have already passed. Nonetheless, in case there is an unforeseen need, your proxy gives discretionary authority to the persons named on the proxy card to vote your shares with respect to any other matters that might be brought before the Meeting. Those persons intend to vote the proxy in accordance with their best judgment.

When will the Annual Meeting take place?

The 2014 Annual Meeting of Stockholders will take place on Thursday, November 13, 2014, at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting. You will be able to attend, vote, and submit questions during the Meeting via the Internet by visitingwww.virtualshareholdermeeting.com/br14.

How does the Board of Directors recommend that I vote?

Who may vote at the Annual Meeting?

Holders of our common stock at the close of business on September 22, 2014 (the “Record Date”) may vote at the Annual Meeting. We refer to the holders of our common stock as “stockholders” throughout this Proxy StatementStatement. Each stockholder is entitled to one vote for each share of common stock held as of the Record Date.

Stockholders at the close of business on the Record Date may examine a list of all stockholders as of the Record Date for any purpose germane to the Annual Meeting for 10 days preceding the Annual Meeting, at our offices in Lake Success, New York, and electronically during the Annual Meeting atwww.virtualshareholdermeeting.com/br14 when you enter the control number we have provided to you.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholders of Record.    You are a stockholder of record or registered stockholder if, at the close of business on the Record Date, your shares were registered directly in your name with Broadridge Corporate Issuer Solutions, Inc., our 2013 Annual Report to Stockholders fortransfer agent.

Beneficial Owner.    You are a beneficial owner, if at the fiscal year ended June 30, 2013 (the “2013 Annual Report”), including our Annual Reportclose of business on Form 10-K for the fiscal year ended June 30, 2013 with audited financial statements (the “2013 Form 10-K”), available toRecord Date, your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like most of our stockholders, primarily viayour shares are held in “street name.” As the Internet. On October 4, 2013, we mailedbeneficial owner, you have the right to our stockholders a Notice of Internet Availability containingdirect your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to access our proxy materials, including this Proxy Statement and the 2013 Annual Report. The Notice of Internet Availability also instructs you on how to accessvote your proxy card toshares, your broker or nominee will 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 copyyour shares with respect to some of the proposals in this Proxy Statement, but not all. Please see the section titledWhat if I submit a proxy, materials inbut do not specify how my shares are to be voted? for additional information.

What do I need to do to attend 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 theAnnual 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 MEETINGInternet?

Broadridge will be hosting the 20132014 Annual Meeting live via the Internet. A summary of the information you need to attend the Meeting online is provided below:

If I am unable to attend the Annual Meeting on the Internet, can I listen to the Annual Meeting by telephone?

Yes. Stockholders unable to access the Annual Meeting on the Internet will be able to call 1-888-437-2685 and listen to the Meeting if they provide their control number. Although stockholders accessing the Annual Meeting by the telephone will be able to listen to the Meeting and may ask questions during the Meeting, you will not be considered present at the Annual Meeting and will not be able to vote unless you also attend the Meeting via the Internet.

Why did I receive a Notice in the mail regarding the Internet Availability of Proxy Materials instead of a full set of printed proxy materials?

Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are making this Proxy Statement available to our stockholders primarily via the Internet (“Notice and Access”). On or about October 3, 2014,

ABOUT THE 2013 ANNUAL MEETING

Voting Procedures

Stockholders we will mail the Notice regarding the Internet Availability of recordProxy Materials (the “Notice of Internet Availability”) to stockholders of our common stock at the close of business on September 23, 2013the Record Date, other than those stockholders who previously requested electronic or paper delivery of communications from us. The Notice contains instructions on how to access an electronic copy of our proxy materials, including this Proxy Statement and our 2014 annual report to stockholders (the “Record DateAnnual Report”),. The Notice also contains instructions on how to request a paper copy of the proxy materials. We believe that this process will allow us to provide you with the information you need in a timely manner, while conserving natural resources and lowering the costs of printing and distributing our proxy materials.

Can I vote my shares by filling out and returning the Notice regarding the Internet Availability of Proxy Materials?

No. The Notice of Internet Availability only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice and returning it. The Notice provides instructions on how to cast your vote. For additional information, please see the section titledHow do I vote my shares and what are the voting deadlines?

Why didn’t I receive a Notice in the mail regarding the Internet Availability of the Proxy Materials?

We are providing some of our stockholders, including stockholders who have previously asked to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of a Notice of Internet Availability. In addition, we are providing the proxy materials by e-mail to those stockholders who have previously elected delivery of the proxy materials electronically. Those stockholders should have received an e-mail containing a link to the website where those materials are available and a link to the proxy voting website.

Can I choose to receive future proxy materials by e-mail?

Yes. If you receive your proxy materials by mail, we encourage you to elect to receive future copies of proxy statements and annual reports by e-mail. To enroll in the online program, go to https://enroll.icsdelivery.com/br and follow the enrollment instructions that apply depending on whether you are a stockholder of record (or registered stockholder) or beneficial owner of Broadridge stock. Upon completion of enrollment, you will receive an e-mail confirming the election to use the electronic delivery services. The enrollment in the online program will remain in effect for as long as your account is active or until enrollment is cancelled. Enrolling to receive proxy materials online will save Broadridge the cost of printing and mailing documents, as well as help preserve our natural resources.

How do I vote my shares and what are the voting deadlines?

Stockholders of Record.  If you are a stockholder of record, there are several ways for you to vote your shares:

Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card or vote by Internet or telephone by the applicable deadline so that your vote will be entitledcounted if you later decide not to attend the Meeting.

Beneficial Owners.  If you are a beneficial owner of your shares, you should have received a Notice of Internet Availability or voting instructions from the broker or other nominee holding your shares. You should follow the instructions in the Notice or the voting instructions provided by your broker or nominee in order to instruct your broker or nominee on how to vote your shares. Notice and Access delivery of the proxy materials, and Internet and/or telephone voting, also will be offered to stockholders owning shares through most banks and brokers.

You may also attend the Annual Meeting on Thursday, November 13, 2014, at 10:00 a.m. Eastern Time via the Internet atwww.virtualshareholdermeeting.com/br14 and vote during the Annual Meeting.

Can I revoke or change my vote after I submit my proxy?

Stockholders of Record.  If you are a stockholder of record, you may revoke your vote at any time before the final vote at the Meeting. OnAnnual Meeting by:

Beneficial Owners.  If you are a beneficial owner of your shares, you must contact the broker or other nominee holding your shares and entitledfollow its instructions for changing your vote. Alternatively, you may attend the Annual Meeting via the Internet atwww.virtualshareholdermeeting.com/br14 and vote again.

What will happen if I do not vote my shares?

Stockholders of Record.  If you are the stockholder of record of your shares and you do not vote by telephone or mail, or via the Internet before or during the Annual Meeting, your shares will not be voted at the Annual Meeting.

Beneficial Owners.  If you are the beneficial owner of your shares and you do not instruct your broker or other nominee how to vote 119,042,192your shares, (excluding 35,418,935 treasury sharesyour broker or nominee may exercise its discretion to vote on some proposals at the Annual Meeting, but not entitled to vote)all. Under the rules of the Company’s common stockNew York Stock Exchange (the “Company SharesNYSE”)”, your broker or the “Common Stock”). The holders of a majority of the Company Shares issued and outstanding and entitlednominee does not have discretion to vote atyour shares on non-routine matters such as Proposals 1 and 2. However, your broker or nominee does have discretion to vote your shares on routine matters such as Proposal 3.

What if I submit a proxy, but do not specify how my shares are to be voted?

Stockholders of Record. If you are a stockholder of record and you submit a proxy card, but you do not provide voting instructions on 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 during the Meetingcard, your shares will be counted by the independent inspectors of election.voted:

•

FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers (Say on Pay Vote);

Beneficial Owners.  If you are a beneficial owner and hold your shares in the name of a bank, broker or other holder of record andyou do not return the voting instruction card,provide the broker or other nominee that holds your shares with voting instructions, the broker or nominee will determine if it has the discretionary authority to vote on your behalf. Under the NYSE’s rules, brokers and nominees have the discretion to vote on routine matters such as Proposal 3, but do not have discretion to vote on non-routine matters such as Proposals 1 and 2. Therefore, if you do not provide voting instructions to your broker or nominee, your broker or nominee may only vote your shares only on each matterProposal 3 and any other routine matters properly presented for a vote at the 2013 Annual MeetingMeeting.

What is the effect of a broker non-vote?

Brokers or other nominees who hold shares of our common stock for which he or she hasabeneficial owner have the requisite discretionary authority. If a stockholder does not give instructions to its broker as to howdiscretion to vote on routine proposals when they have not received voting instructions from the shares,beneficial owner at least 10 days prior to the Annual Meeting. A broker has authority under the New York Stock Exchange (“NYSE”) rules to vote those shares for or against “routine” proposals such as the ratification of the appointment of Deloitte & Touche LLP as the Company’s registered public accountants. Brokers cannot vote on their customers’ behalf on “non-routine” proposals, which include the election of directors in the case of annual meetings, the proposal to amend and restate the 2007 Omnibus Award Plan, and the advisory vote on the Company’s executive compensation. Ifnon-vote occurs when 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 brokeror other nominee does not receive voting instructions asfrom the beneficial owner and does not have the discretion to a non-routine proposal, a “broker non-vote” occurs and those sharesdirect the voting of the shares.

Broker non-votes will be counted for the purposepurposes of establishing a quorum, but not for determining the outcome of those proposals.

Abstentions will be included in determiningcalculating whether a quorum is present. However, they arepresent at the Annual Meeting, but will not be counted as “votes cast”votes cast at the Meeting. Therefore, a broker non-vote will not impact our ability to obtain a quorum and will not otherwise affect the outcome of the vote on any matter.of the proposals to be considered at the Annual Meeting.

Proposal 1—ElectionHow many shares must be present or represented to conduct business at the Annual Meeting?

We need a quorum of Directors

In the election of directors, director nominees must receivestockholders to hold our Annual Meeting. A quorum exists when at least a majority of the votes castoutstanding shares entitled to vote at the close of business on the Record Date is represented at the Annual Meeting either in person or by proxy. On September 22, 2014, there were119,961,983 shares of common stock outstanding and entitled to vote (excluding34,499,144 treasury shares not entitled to vote).

Your shares will be counted towards the quorum if you vote by mail, by telephone, or via the Internet either before or during the Annual Meeting. Abstentions and broker non-votes also will count towards the quorum requirement. If a quorum is not met, a majority of the shares present at the Annual Meeting may adjourn the Meeting to be elected. This means that a director nominee will be electedlater date.

What vote is required 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. approve each proposal?

With respect to the election of directors, votesall Proposals, you may be castvote FOR, specifically identified nomineesAGAINST or AGAINST specifically identified nominees, or a stockholder may abstain from voting for a nominee.

Proposal 2—Ratification of Auditors

The ratification of the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the Company’s independent registered public accountants requires the affirmative vote of a majority of votes cast at the Meeting. Votes may be cast FOR or AGAINST the proposal, or a stockholder may abstainABSTAIN. If you ABSTAIN from voting on the proposal.

Proposal 3—Amendment and Restatementany of the 2007 Omnibus Award Plan

The approvalProposals, the vote is not considered cast and, as a result, it will have no effect on the outcome of the amendment and restatement of the Company’s 2007 Omnibus Award Plan, as disclosed in this Proxy Statement, requires the affirmative vote of a majority of votes cast at the Meeting. Votes may be cast FOR or AGAINST the proposal, or a stockholder may abstain from voting on the proposal.

Proposal 4—Advisory Vote on Executive Compensation (the Say on Pay Vote)

The approval of the annual non-binding advisory vote on executive compensation, as disclosedany matter.

Can I confirm that my vote was cast in this Proxy Statement, requires the affirmative voteaccordance with my instructions?

Stockholders of a majority of votes cast at the Meeting. Votes may be cast FOR or AGAINST the proposal, or a stockholder may abstain from voting on the proposal.

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.virtualshareholdermeeting.com/br13Record.

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 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 all nominees for membership on the Company’s Board of Directors to serve until the annual meeting of Our stockholders in the year 2014 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, 2014;

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

(4)FOR the advisory vote on executive compensation (the Say on Pay Vote); and

(5) to transact such other business as may properly come before the 2013 Annual Meeting and any adjournment or postponement thereof.

Vote Confirmation

We are offering our stockholdershave the opportunity to confirm that their vote was cast in accordance with their instructions. Vote confirmation is consistent with our commitment to sound corporate governance standards and an important means to increase transparency. Vote confirmation is available 24 hours after your vote is received beginning on October 30, 2013,29, 2014, with the final vote tabulation available through January 14, 2014.13, 2015. You may confirm your vote whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log ontowww.proxyvote.com using your 12-Digit Control Number (included on your notice, on your proxy card, or in the instructions that accompanied your proxy materials)control number we have provided to you and receive confirmation on how your vote was cast.

Beneficial Owners.   If you hold your shares through a bank or brokerage account, the ability to confirm your vote may be affected by the rules of your bank or broker and the confirmation will not confirm whether your bank or broker allocated the correct number of shares to you.

Proxy SolicitationWhat is householding?

To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Broadridge stock but sharing the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certainstockholders of record who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive only one copy of our Notice of Internet Availability and, as applicable, any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive separate copies. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If you are astockholder of record and would like to have separate copies of the Notice of Internet Availability or proxy materials mailed to you in the future, you must submit a request to opt out of householding in writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or call Broadridge at 1-800-542-1061, and we will cease householding all such documents within 30 days.

If you are abeneficial owner, information regarding householding of proxy materials should have been forwarded to you by your bank or broker.

However, please note that if you want to receive a paper proxy card or vote instruction form or other proxy materials for purposes of the 2014 Annual Meeting, you should follow the instructions included in the Notice of Internet Availability that was sent to you.

Who will count the votes?

We have retained independent inspectors of election who will count the shares voted including shares voted during the Annual Meeting and will certify the election results.

What happens if the Annual Meeting is adjourned or postponed?

Your proxy will still be effective and will be voted at the rescheduled or adjourned Annual Meeting. You will still be able to change or revoke your proxy until the rescheduled or adjourned Annual Meeting.

Who is paying for the costs of this 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. CertainAlso, 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. In accordance with the regulations of the Securities and Exchange Commission (the“SEC”),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.common stock.

Copies of the proxy materials will be supplied to brokers and other nominees for the purpose of soliciting proxies frombeneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.

How can I find the results of the Annual Meeting?

Preliminary results will be announced at the Annual Meeting. Final results will be published in a current report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

PROPOSAL 1—ELECTION OF DIRECTORS

At the 20132014 Annual Meeting, nineeight directors are to be elected, each of whom will serve until the 20142015 annual meeting of stockholders 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 nine 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, Stuart R. Levine, Maura A. Markus, Thomas J. Perna, and Alan J. Weber. Ms. Markus

Each of the nominees currently serves on the Board and was elected toby the Board on March 1, 2013. Each director is standing for reelection to the Boardstockholders at the 2013 Annual Meeting. Each nominee has consentedDue to be nominated andan age limitation for election to serve, if elected.

Nominee Qualifications

Underthe Board provided in the Company’s Corporate Governance Principles (the “Corporate Governance Principles”), Sandra S. Jaffee is not standing for re-election and will be rotating off the Board when her term expires following the 2014 Annual Meeting. Each nominee has consented to be nominated and to serve, if elected.

Nominee Qualifications

Under the Company’s 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. 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. 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 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 Secretary, Broadridge Financial Solutions, Inc., 1981 Marcus Avenue, Lake Success, New York 11042.

On August 1, 2013,6, 2014, the Board reviewed each director’s relationship with us and affirmatively determined that all of the directors, other than Mr. Brun, Mr. Duelks, Mr. Haviland, Ms. Jaffee, Mr. Levine, Ms. Markus, Mr. Perna, and Mr. WeberDaly, are independent directors under the NYSE Listing Standards. Mr. Daly was determined to be not independent because he is our President and Chief Executive Officer.

Broadridge is a leading global provider of investor communications and technology-driven solutions to the financial services industry. Our systems and services include investor communication solutions, and securities processing and business process outsourcing services. With over 50 years of experience, 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, clearing firms, third party administrators, hedge funds, and hedge funds.financial advisors. 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.

The biographies of the director nominees are set forth below. They 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 a

director at the 20132014 Annual Meeting 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—Committees of the Board—The Governance and Nominating Committee” section of this Proxy Statement.

Information About the Nominees

		Leslie A. Brun, age 61,62, has served as Chairman of the Board since 2011 and has been a member of our Board of Directors since 2007.   Independent Chairman

Mr. Brun has been the Chairman and Chief Executive Officer of SARR Group, LLC, an investment holding company that manages his family investments, since 2006. Additionally, since 2011,In addition, he has served as awas formerly Managing Director and head of Investor Relations at CCMP Capital, a global private equity firm. He is also the founder and was 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 and co-founder of the investment banking group of Fidelity Bank in Philadelphia. Mr. Brun has served as a director of Automatic Data Processing, Inc. (“ADP”), a provider of business outsourcing solutions and our former parent company, since 2003, and as ADP’s Chairman of the Board since 2007. He has served as a director of Merck & Co., Inc., a health care company, since 2009, and chairs the audit committee.2009. He is also a director of NXT Capital, Inc., a private company. Mr. Brun was elected to the Board of Trustees of Widener University in 2014, and is a former 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 60,61, is our President and Chief Executive Officer and has been a member of our Board of Directors since 2007. The Broadridge Board has appointed Mr. Daly as President of Broadridge effective January 1, 2014. Management

In addition to serving as our Chief Executive Officer, a role he has held since we became an independent company in 2007, Mr. Daly was appointed President of Broadridge in 2014. 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, following the acquisition by ADP of the proxy services business he founded. Mr. Daly is a member of the board of The ADT Corporation, a public company, and is a member of the Advisory Board of the National Association of Corporate Directors (the “NACD”).

Specific experience, qualifications, attributes or skills:

		Robert N. Duelks, age 58,59, is a member of the Audit Committee and the Governance and NominatingCompensation Committee. Mr. Duelks has been a member of our Board of Directors since 2009.   Independent Director

Mr. Duelks served for 27 years in various capacities at Accenture plc. Throughout his tenure at Accenture, Mr. Duelks held multiple roles and had responsibilities including and ranging from local client service, 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 the Executive and Operating Committee for the Global Financial Services Operating Group. Mr. Duelks also serves as an advisor to the senior executives of Tree Zero, a manufacturer of 100% tree free paper products. He is the former Chairman and a current member of the Board of Trustees of Gettysburg College, and previously served as a member of the Advisory Board for the Business School at Rutgers University.

Specific experience, qualifications, attributes or skills:

		Richard J. Haviland, age 67,68, is the chairChair and a member of the Audit Committee and a member of the Governance and Nominating Committee. He has been a member of our Board of Directors since 2007.   Independent Director

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 71, is a member of the Audit Committee and the Compensation Committee. She has been a member of our Board of Directors since 2010. Independent

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:

		Stuart R. Levine, age 66,67, is the chairChair and a member of the Governance and Nominating Committee and a member of the CompensationAudit Committee. He has been a member of our Board of Directors since 2007.   Independent Director

Mr. Levine is the founder, Chairman and Chief Executive Officer of Stuart Levine and Associates LLC, an international management consulting and leadership development company. He serves on the board of SingleTouch Systems Inc., a mobile media solutions provider, and is the Lead Director of J. D’Addario & Company, Inc., a private manufacturer of musical instrument accessories. Heaccessories, and 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). In 2011, Mr. Levine was recognized as one of the top 100 directors in the United States by the NACD and was designated as one of 17 Governance Fellows by the NACD as a Board Leadership Fellow. He is the former Lead Director of 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. From 1992 to 1996, he was Chief Executive Officer of Dale Carnegie & Associates, Inc., a provider of leadership, communication and sales skills training. Mr. Levine is a former Chairman of Dowling College as well as a former Member of the New York State Assembly.

Specific experience, qualifications, attributes or skills:

		Maura A. Markus, age 55, was elected to56, is a member of the Audit Committee and the Compensation Committee. She has been a member of our Board of Directors in Marchsince 2013.   Independent Director

Ms. Markus is currently the former President and Chief Operating Officer of Bank of the West, a positionrole she has held since March 2010.from 2010 through 2014. She is also a former member of the Board of Directors of Bank of the West and BancWest Corporation, and of the Bank'sBank’s Executive Management Committee. Before joining Bank of the West, Ms. Markus was a 22-year veteran of Citigroup, having most recently served as Head of International Retail Banking in Citi'sCiti’s Global Consumer Group. During her tenure at Citigroup, sheShe held a number of additional domestic and international management positions including President, of Citibank North America from 2000 to 2007 and2007. In this position, she also served as Chairman of Citibank West. Ms. Markus also served as Citi'sCiti’s European Sales and Marketing Director in Brussels, Belgium, and as President of Citi'sCiti’s consumer business in Greece. Ms. Markus is a member of The Financial Services Roundtable. Among her numerous community interests, she is a board member of Catholic Charities CYO of San Francisco.Francisco, and is a member of Year Up Bay Area’s Talent and Opportunity Board.

Specific experience, qualifications, attributes or skills:

		Thomas J. Perna, age 62,63, is a member of the Audit Committee and the CompensationGovernance and Nominating Committee. He has been a member of our Board of Directors since 2009.   Independent Director

Mr. Perna is the former Chairman and former 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. HeIn this role, he was responsible for over 6,000 employees globally. Mr. Perna joined The Bank of New York in 1986. In May 2012, Mr. Perna was elected as Chairman of the Board of Trustees of the Pioneer Mutual Fund Group. Prior to his appointment as Chairman, he served as a member of the Board of Trustees of the Funds from 2006, overseeing 57 open-end and closed-end investment companies in a mutual fund complex since 2006.complex. Mr. Perna also serves as a Commissioner on the New Jersey Civil Service Commission, a position he has held since March 2011, and is a member of a number of banking and securities industry associations. Mr. Perna previously served on the Board of Directors of the Depository Trust & Clearing Corporation (DTCC), Euroclear Bank S.A., Euroclear Clearance System PLC and Omgeo PLC.

Specific experience, qualifications, attributes or skills:

		Alan J. Weber, age 64,65, is the chairChair and a member of the Compensation Committee and a member of the Audit Committee. He has been a member of our Board of Directors since 2007.   Independent Director

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 corporate strategy, capital management, information technology, investor relationse-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 as 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 has served as a director of Diebold, Incorporated,Inc., a provider of self-service delivery and security systems and services, since 2005,2005; and was elected to the boardhe has served as a director of SandRidge Energy, Inc., an energy exploration and production company, in Marchsince 2013. He is also serves on the boards of OnForce, Inc., KGS-Alpha Capital Markets, Inc. and KGS-Alpha, Inc., bothStreet Diligence, Inc, all of which are private companies. Mr. Weber is currently an Operating Partner at Arsenal Capital, Inc., a private equity firm, and he serves as a member of the board of DCTV, a New York based charitable organization.

Specific experience, qualifications, attributes or skills:

Required Vote

Each director nominee receiving a majority of the votes cast at the 20132014 Annual Meeting, in person or by proxy, and entitled to vote in the election of directors, will be elected; provided that a quorum is present. Abstentions and broker non-votes will be included in determining whether there is a quorum. In determining whether such nominees have received the requisite number of affirmative votes, abstentions will have no effect on the outcome of the vote. Pursuant to NYSE regulations, brokers do not have discretionary voting power with respect to this proposal, and broker non-votes will have no effect on the outcome of the vote.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF

ALL NOMINEES

CORPORATE GOVERNANCEDIRECTOR 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 (including our independent Chairman) in the fiscal year ended June 30, 2014. All of our directors are non-management directors, other than Mr. Daly, who is our President and Chief Executive Officer. Mr. Daly’s compensation as President and Chief Executive Officer is reflected in the Summary Compensation Table on page 60 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:

Cash Compensation. In fiscal year 2014, non-management directors, other than our independent Chairman, Mr. Brun, received an annual retainer of $65,000 and meeting fees of $1,500 for each Board meeting and $1,500 for each committee meeting attended. The meeting fees are paid irrespective of whether meetings are held on the same date; and attendance at Board or committee meetings by telephone results in payment of one-half of the standard meeting fee. The Chairs of the Audit, Compensation, and Governance and Nominating Committees each received an additional annual retainer of $10,000 per year. Our independent Chairman of the Board received a retainer of $120,000 but does not receive meeting fees for participation in Board or committee meetings.

All retainers and meeting fees are paid in cash on a quarterly basis. Directors may elect to defer 100% of their retainers and meeting fees 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 change in Broadridge’s stock price and are also credited with dividend equivalents in the form of additional phantom shares 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 received an annual grant of stock options and deferred stock units (“DSUs”) under the 2007 Omnibus Award Plan (the “Omnibus Plan”) during fiscal year 2014. Our independent Chairman, Mr. Brun, received equity awards with a target value of $180,000, and the other non-management directors each received equity awards with a target value of $120,000. The equity target value is split equally between grants of stock options and DSUs. 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 and, for stock options, the binomial value.

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 10 years. On November 14, 2013, our independent Chairman, Mr. Brun, was granted 16,262 options with an exercise price of $36.35 per share, and the other non-management directors were each granted 10,841 stock options with an exercise price of $36.35 per share. Following separation from service on the Board, stock options held by directors expire at the earlier of the expiration of the option term and three years.

All DSUs are granted at the same time as stock options, are fully vested upon grant, and will settle as shares of 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 November 14, 2013, our independent Chairman Mr. Brun was granted 2,712 DSUs, and the other non-management directors were each granted 1,808 DSUs.

The stock ownership requirements for the Company’s non-management directors provide that each non-management director is expected to accumulate an amount of the Company’s common stock equal in value to at

least five times their annual cash 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, 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. 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.

The non-management directors are also reimbursed for their reasonable expenses in connection with attending Board and committee meetings and other Company events.

Fiscal Year 2014 Non-Management Director Compensation