Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On June 8, 2021, the Board of Directors (the "Board") of Broadridge Financial Solutions, Inc. ("Broadridge" or the "Company") unanimously appointed Melvin L. Flowers as an independent member of the Board, effective immediately. Following the appointment, Broadridge's Board consists of 11 members, nine of whom are independent including the Lead Independent Director, Les Brun.

The Board has determined that Mr. Flowers is an independent director in accordance with the Board's Corporate Governance Principles and the applicable rules of the New York Stock Exchange and the Securities and Exchange Commission. There is no arrangement or understanding between Mr. Flowers and any other person or persons pursuant to which Mr. Flowers was appointed as director, and there are and have been no transactions, either since the beginning of the Company's last fiscal year or that are currently proposed, regarding Mr. Flowers that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. At the time of this filing, the Board has not determined on which committees Mr. Flowers will serve.

Mr. Flowers is expected to receive compensation for his service on the Board that is consistent with the compensation received by the other independent directors of the Company, as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 6, 2020.

The press release issued by the Company on June 8, 2021 announcing Mr. Flower's appointment is attached hereto as Exhibit 99.1. The information furnished pursuant to Item 9.01, including Exhibit 99.1, 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 9.01. Financial Statements and Exhibits.




(d) Exhibits.
Exhibit No.                 Description
        99.1                  Press Release of Broadridge Financial Solutions, Inc. dated June 8,
                            2021

         104                Cover Page Interactive Data File - the cover page XBRL tags are embedded
                            within the Inline XBRL document.

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