Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 921K
2: EX-10.1 Material Contract HTML 52K
3: EX-10.2 Material Contract HTML 53K
4: EX-10.3 Material Contract HTML 83K
5: EX-10.4 Material Contract HTML 79K
6: EX-10.5 Material Contract HTML 85K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 30K
27: R1 Cover Page HTML 80K
55: R2 Condensed Consolidated Statements of Earnings HTML 75K
85: R3 Condensed Consolidated Statements of Comprehensive HTML 48K
Income
41: R4 Condensed Consolidated Statements of Comprehensive HTML 30K
Income (Parenthetical)
28: R5 Condensed Consolidated Balance Sheets HTML 112K
57: R6 Condensed Consolidated Balance Sheets HTML 49K
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87: R7 Condensed Consolidated Statements of Cash Flows HTML 127K
38: R8 Condensed Consolidated Statements of Stockholders? HTML 72K
Equity
29: R9 Condensed Consolidated Statements of Stockholders? HTML 35K
Equity (Parenthetical)
32: R10 Basis of Presentation HTML 49K
43: R11 New Accounting Pronouncements HTML 36K
95: R12 Revenue Recognition HTML 97K
65: R13 Weighted-Average Shares Outstanding HTML 38K
31: R14 Interest Expense, Net HTML 38K
42: R15 Acquisitions HTML 88K
94: R16 Fair Value of Financial Instruments HTML 113K
64: R17 Leases HTML 74K
30: R18 Other Non-Current Assets HTML 47K
44: R19 Payables and Accrued Expenses HTML 48K
78: R20 Borrowings HTML 125K
69: R21 Other Non-Current Liabilities HTML 42K
18: R22 Stock-Based Compensation HTML 74K
49: R23 Income Taxes HTML 30K
76: R24 Contractual Commitments, Contingencies and HTML 40K
Off-Balance Sheet Arrangements
68: R25 Changes in Accumulated Other Comprehensive HTML 57K
Income/(Loss) by Component
17: R26 Interim Financial Data by Segment HTML 57K
48: R27 Subsequent Event HTML 31K
79: R28 Basis of Presentation (Policies) HTML 72K
66: R29 Revenue Recognition (Tables) HTML 82K
61: R30 Weighted-Average Shares Outstanding (Tables) HTML 37K
92: R31 Interest Expense, Net (Tables) HTML 37K
45: R32 Acquisitions (Tables) HTML 75K
33: R33 Fair Value of Financial Instruments (Tables) HTML 111K
62: R34 Leases (Tables) HTML 74K
93: R35 Other Non-Current Assets (Tables) HTML 47K
46: R36 Payables and Accrued Expenses (Tables) HTML 48K
35: R37 Borrowings (Tables) HTML 118K
63: R38 Other Non-Current Liabilities (Tables) HTML 42K
91: R39 Stock-Based Compensation (Tables) HTML 65K
73: R40 Changes in Accumulated Other Comprehensive HTML 57K
Income/(Loss) by Component (Tables)
83: R41 Interim Financial Data by Segment (Tables) HTML 56K
50: R42 Basis of Presentation - Additional Information HTML 29K
(Details)
19: R43 New Accounting Pronouncements (Details) HTML 41K
74: R44 Revenue Recognition - Additional Information HTML 30K
(Details)
84: R45 Revenue Recognition - Disaggregation of Revenue HTML 69K
(Details)
51: R46 Revenue Recognition - Contract Assets and HTML 32K
Liabilities (Details)
20: R47 Weighted-Average Shares Outstanding - Additional HTML 31K
Information (Details)
75: R48 Weighted-Average Shares Outstanding - Denominators HTML 35K
of Basic and Diluted EPS Computations (Details)
82: R49 Interest Expense, Net - Components of Interest HTML 33K
Expense, Net (Details)
89: R50 Acquisitions - Additional Information (Details) HTML 52K
60: R51 Acquisitions - Schedule of Business Combinations HTML 63K
(Details)
25: R52 Fair Value of Financial Instruments - Summary of HTML 64K
Financial Assets and Liabilities Measured at Fair
Value on Recurring Basis (Details)
37: R53 Fair Value of Financial Instruments - Summary of HTML 29K
Financial Assets and Liabilities Measured at Fair
Value on Recurring Basis - Additional Information
(Details)
88: R54 Fair Value of Financial Instruments - Schedule of HTML 39K
Changes in Level 3 Financial Liabilities (Details)
59: R55 Leases - Narrative (Details) HTML 36K
24: R56 Leases - Supplemental Balance Sheet Information HTML 37K
(Details)
36: R57 Leases - Components of Lease Cost (Details) HTML 31K
90: R58 Leases - Supplemental Cash Flow Information HTML 31K
(Details)
58: R59 Leases - Maturity of Lease Liabilities Under ASC HTML 50K
842 (Details)
23: R60 Leases - Maturity of Lease Liabilities Under ASC HTML 46K
840 (Details)
53: R61 Other Non-Current Assets - Schedule of Other HTML 49K
Non-Current Assets (Details)
81: R62 Payables and Accrued Expensess - Components of HTML 51K
Accrued Expenses and Other Current Liabilities
(Details)
71: R63 Borrowings - Schedule of Outstanding Borrowings HTML 70K
(Details)
22: R64 Borrowings - Future Principal Payments on the HTML 47K
Company?s Outstanding Debt (Details)
52: R65 Borrowings - Additional Information (Details) HTML 114K
80: R66 Other Non-Current Liabilities (Details) HTML 42K
70: R67 Stock-Based Compensation - Summary of Incentive HTML 101K
Equity Awards (Details)
21: R68 Stock-Based Compensation - Additional Information HTML 42K
(Details)
54: R69 Income Taxes - Additional Information (Details) HTML 35K
39: R70 Contractual Commitments, Contingencies and HTML 49K
Off-Balance Sheet Arrangements - Additional
Information (Details)
26: R71 Changes in Accumulated Other Comprehensive HTML 46K
Income/(Loss) by Component - Summary of Changes in
Accumulated Balances for Each Component of
Accumulated Other Comprehensive Income/(Loss)
(Details)
56: R72 Interim Financial Data by Segment - Additional HTML 48K
Information (Details)
86: R73 Interim Financial Data by Segment - Segment HTML 47K
Results (Details)
40: R74 Subsequent Event - Narrative (Details) HTML 34K
47: R9999 Uncategorized Items - br-20190930.htm HTML 38K
16: XML IDEA XML File -- Filing Summary XML 166K
34: XML XBRL Instance -- br-20190930_htm XML 2.08M
67: EXCEL IDEA Workbook of Financial Reports XLSX 92K
12: EX-101.CAL XBRL Calculations -- br-20190930_cal XML 244K
13: EX-101.DEF XBRL Definitions -- br-20190930_def XML 446K
14: EX-101.LAB XBRL Labels -- br-20190930_lab XML 1.46M
15: EX-101.PRE XBRL Presentations -- br-20190930_pre XML 840K
11: EX-101.SCH XBRL Schema -- br-20190930 XSD 169K
77: JSON XBRL Instance as JSON Data -- MetaLinks 324± 500K
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On [GRANT DATE], BROADRIDGE FINANCIAL SOLUTIONS,
INC. (“Broadridge” or the “Company”) granted to you (the “Participant”), pursuant to the Broadridge 2018 Omnibus Award Plan (the “Plan”), the right and option to purchase [______________] shares of the Common Stock of the Company, by action of the Compensation Committee of the Board of Directors of the Company, subject to the terms and conditions of this Stock Option Grant Award Agreement (the “Award Agreement”). Capitalized terms in this Award Agreement that are not otherwise defined shall have the same meaning as set forth in the Plan.
1.Non-Qualified Option. The number of options granted is equal to the number shown on the Participant’s Online
Grant Acceptance page which is accessed through the Morgan Stanley StockPlan Connect website. The applicable number of options is shown with the grant type “NQ” and a grant date of [DATE]. No part of the option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
2.Vesting. Subject to the terms and conditions herein, the option herein granted shall be vested in full upon grant and exercisable in its entirety.
3.Termination of Option. The
unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void at the time of the earliest of the following to occur:
(a)the expiration of ten (10) years from the date on which the option was granted; or
(b) the expiration of three (3) years from the date of termination of the Participant’s service
4.Exercise Price. The full price for each of the shares purchased pursuant to the option granted herein shall be $[_______].
5.Method
of Exercise. Full payment for shares purchased by the Participant shall be made at the time of the exercise of the option in whole or in part, following which uncertificated book-entry shares shall be deposited in the Participant’s account at the Company’s transfer agent promptly thereafter. No shares shall be transferred to the Participant until full payment therefor has been made in accordance with a form of payment provided in Section 7(b)(i) of the Plan, and the Participant shall have none of the rights of a stockholder with respect to any shares subject to this option until such deposit shall have occurred. A cash form of payment under Section 7(b)(i) of the Plan includes, without limitation, cashless exercise whereby the Participant delivers irrevocable instructions to a Company-approved broker to promptly deliver to the
Company an amount equal to the purchase price for the shares purchased pursuant to the option herein granted and to satisfy any statutorily required withholding obligations, as applicable.
6.Non-Transferability. The option herein granted is non-assignable and non-transferable, other than by will or by the laws of descent and distribution, and during the Participant’s lifetime shall be exercisable only by the Participant. Notwithstanding the foregoing, the Compensation Committee may, in its sole discretion, permit the transfer of the option to the extent such transfer is allowed under the Plan.
7.Adjustment. The option shall be subject to adjustment to the extent provided
in Section 13 of the Plan.
8.Stockholder Rights. The Participant shall have no rights as a stockholder with respect to any shares of Stock covered by the option unless and until the Participant has become the holder of record of the shares of Stock, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Stock, except as otherwise specifically provided for in the Plan.
9.Plan Controls. This Award Agreement is subject to all the terms, conditions and provisions
of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Compensation Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. By accepting this Award Agreement, the Participant acknowledges having received or otherwise having been given access to,and read a copy of the Plan and agrees to comply with it, this Award Agreement and all applicable laws and regulations. If and to the extent that this Award Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Award Agreement shall be deemed to be modified accordingly. This Award Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements between the
Company and the Participant with respect to the subject matter hereof.
10.Data Privacy.
(a)Data Collection and Usage. The Company and the Employer collects, processes and uses certain personal information about the Participant, and persons closely associated with the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the
Company, details of all Options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the legitimate purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is the Participant’s consent. Where required under applicable law, Data may also be disclosed to certain securities or other regulatory authorities where the Company’s securities are listed or traded or regulatory filings are made.
(b)Stock Plan Administration Service Providers. The Company transfers Data to Morgan Stanley Smith Barney LLC, an independent
service provider, which is assisting the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share Data with such other provider serving in a similar manner. The Participant may be asked to agree on separate terms and data processing practices with the service provider, with such agreement being a condition to the ability to participate in the Plan.
(c)International Data Transfers. The Company and its service providers are based in the United States. The Participant’s country or jurisdiction
may have different data privacy laws and protections than the United States. For example, the European Commission has issued a limited adequacy finding with respect to the United States that applies only to the extent companies register for the EU-U.S. Privacy Shield program, which is open to companies subject to Federal Trade Commission jurisdiction and in which the Company currently does not participate with respect to employee data. The Company's legal basis, where required, for the transfer of Data is the Participant’s consent.
(d)Data Retention. The Company will hold and use the Data
only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws.
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(e)Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s salary from or employment and career with the
Company will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant this option or other awards to the Participant or administer or maintain such awards.
(f)Declaration of Consent. By accepting the options and indicating consent via the Company’s online acceptance procedure, the Participant is declaring that he or she agrees with the data processing practices described herein and consents to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned
above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.
(g)Alternative Basis for Data Processing and Transfer. The Participant understands that the Company may rely on a different legal basis for the processing or transfer of Data in the future and/or request that the Participant provide another data privacy consent form. If applicable and upon request of the Company, the Participant agrees to provide an executed acknowledgement or data privacy consent form to the
Company (or any other acknowledgements, agreements or consents that may be required by the Company) that the Company may deem necessary to obtain under the data privacy laws in the Participant’s country, either now or in the future. The Participant understands that he or she will not be able to participate in the Plan if he or she fails to execute any such acknowledgement, agreement or consent requested by the Company.
11.Uncertificated Book Entry. Notwithstanding anything else herein, to the extent permitted under applicable federal, state or local law, the
Company may issue the shares of Stock pursuant to this option in the form of uncertificated shares. Such uncertificated shares of Stock shall be credited to a book entry account maintained by the Company (or its designee) on behalf of the Participant.
12.Section 409A. Although the Company does not guarantee to the Participant any particular tax treatment relating to the option, the option provided hereunder is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the
Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.
13.Governing Law; Amendment; Venue. It is understood and agreed that this option has been granted pursuant to the Plan, which shall be governed by, and construed in accordance with, the laws of the State of Delaware. The Compensation Committee may amend, suspend or terminate this Award Agreement subject to and in accordance with the terms of the Plan. For purposes of litigating any dispute concerning the grant of the option or the Award Agreement, the Participant and the Company agree and consent to the exclusive jurisdiction of the
State of New York, and agree that such litigation shall be conducted exclusively in the courts of Nassau County, New York or the federal courts for the United States for the Eastern District of New York, where this grant is made and/or to be performed.
14.Severability. Whenever feasible, each provision of this Award Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Award Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Award Agreement.
15.Successors and Assigns. Except
as otherwise provided herein, this Award Agreement will bind and inure to the benefit of the respective successors and permitted assigns and heirs and legal representatives of the parties hereto whether so expressed or not.
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16.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the option and on any shares of Stock acquired under the Plan, to the extent the Company determines it is
necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
17.Compliance with Laws and Regulations. Notwithstanding any other provisions of the Plan or this Award Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Stock, the Participant understands that the Company will not be obligated to issue any shares of Stock pursuant to the exercise of the option if the issuance of such shares of Stock shall constitute a violation by the Participant or the
Company of any provision of law or regulation of any governmental authority. Further, the Company may amend, suspend or terminate the Plan and the Stock Option Grant Award Agreement subject to and in accordance with the terms of the Plan, including but not limited to, the unilateral authority to amend the Plan and the Stock Option Grant Award Agreement without the Participant's consent to the extent necessary to comply with securities or other laws applicable to the option or the issuance of shares of Stock. Any determination by the Company in this regard shall be final, binding and conclusive.
18.Electronic Delivery and Acceptance. The
Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
19.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country, the broker’s country, or the country in which the shares of Stock are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws,
which may affect his or her ability to directly or indirectly, accept, acquire, sell, or attempt to sell or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., options), or rights linked to the value of shares of Stock during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws and/or regulations in the applicable jurisdictions or the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before possessing the insider information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations
are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Participant is advised to speak to his or her personal advisor on this matter.
20.Waivers. The Participant acknowledges that a waiver by the Company of breach of any provision of the Stock Option Grant Award Agreement shall not operate or be construed as a waiver of any other provision of the Stock Option Grant Award Agreement, or of any subsequent breach by the Participant or any other Participant.
21.Acceptance
of Award. The Participant shall indicate his or her acceptance of the option in writing below. By: _______________________________________
Exhibit 10.1