Registrant’s telephone number, including area code: (i516) i472-5400
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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 i☐
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class:
Trading Symbol
Name of Each Exchange on Which Registered:
iCommon
Stock, par value $0.01 per share
iBR
iNew York Stock Exchange
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2020, the Broadridge Financial Solutions, Inc. (the “Company”) Board of Directors amended the Company’s Change in Control Severance Plan for Corporate Officers (the “CIC Plan”) to:
(i) eliminate the payment of severance benefits in the event a termination of employment occurs during the third year after a Change in Control, (ii) add pro-rata bonuses for the year of termination following a Change in Control equal to the average of the officer’s annual bonuses earned for the two calendar years prior to the calendar year
in which the Qualifying Termination (as defined in the CIC Plan) occurs, (iii) include an arbitration clause, and (iv) update the definitions of “Change in Control” and “Good Reason.”
The CIC Plan Amendment and the Enhancement Agreement Termination Amendment are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
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.
