Item 1.01. Entry into a Material Definitive Agreement.

On May 6, 2021, Broadridge Financial Solutions, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein, with respect to the offering and sale in an underwritten public offering (the "Offering") by the Company of $1,000,000,000 aggregate principal amount of its 2.600% Senior Notes due 2031 (the "Notes"). The Underwriting Agreement is filed as an Exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

The Offering of the Notes is being made pursuant to a registration statement on Form S-3, File No. 333-233075 of the Company and a preliminary prospectus supplement dated May 6, 2021 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act"), on May 6, 2021. The Offering is expected to close on May 17, 2021, subject to customary closing conditions.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the terms of that agreement filed as Exhibit 1.1 and incorporated by reference herein.




Item 8.01. Other Events.

On May 6, 2021, the Company issued a press release announcing the pricing of the Offering of the Notes. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference in this Item 8.01. The information contained in Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing made by the Company under the Securities Act, or the Exchange Act, except as expressly set forth by the Company by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

Exhibit No. Description

    1.1     Underwriting Agreement, dated as of May 6, 2021, among Broadridge
            Financial Solutions, Inc. and J.P. Morgan Securities LLC, BofA
            Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo
            Securities, LLC, as representatives of the underwriters listed
            therein.
   99.1     Press Release, dated May 6, 2021.
    104     Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document.

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