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BR Broadridge Financial Solutions

Filed: 27 Sep 21, 8:01am

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 27, 2021



BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation)



001-33220
 33-1151291
(Commission file number) (I.R.S. Employer Identification No.)

5 Dakota Drive
Lake Success, New York 11042
(Address of principal executive offices)

Registrant’s telephone number, including area code: (516) 472-5400

N/A
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class: 
Name of Each Exchange on Which
Registered:
 Trading Symbol
Common Stock, par value $0.01 per share
 New York Stock Exchange
 BR

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 7.01.Regulation FD Disclosure.

Beginning with the first quarter of fiscal year 2022, Broadridge Financial Solutions, Inc. (the “Company”) will change the foreign exchange rates used to present certain financial metrics contained in its financial statements under a constant currency to reflect updated foreign exchange rates that more closely align with current foreign exchange rates (the “Change in Foreign Exchange”).  Certain updated financial information as of June 30, 2021 giving effect to the Change in Foreign Exchange is furnished as Exhibit 99.2 and is incorporated by reference herein. 

The information furnished pursuant to Items 7.01 and 9.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01.Other Events.

A copy of certain updated historical financial data giving effect to the Change in Foreign Exchange for the fiscal years ended June 30, 2021 and 2020, as well as each of the four fiscal quarters of fiscal year ended June 30, 2021 is filed as Exhibit 99.1 and is incorporated by reference herein.


Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
  
Certain updated financial data for the fiscal years ended June 30, 2021 and 2020, as well as each of the four fiscal quarters of fiscal year ended June 30, 2021 giving effect to the change in foreign exchange rates.
  
99.2
Additional updated financial information giving effect to the change in foreign exchange rates.
  
104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  September 27, 2021

 
BROADRIDGE FINANCIAL SOLUTIONS, INC.
  
 By:
/s/ Edmund Reese 
 
Name: Edmund Reese 
 
Title:  Corporate Vice President and
  
Chief Financial Officer