LAKE SUCCESS, New York – February 25, 2008 – Broadridge Financial Solutions, Inc. (NYSE:BR), a leading global provider of technology-based outsourcing solutions to the financial services industry, today announced that the Compensation Committee (the “Committee”) made up of independent outside directors of the Board of Directors of the Company, approved founder equity grants under the Company’s 2007 Omnibus Award Plan to certain of the Company’s corporate officers. This program is in addition to the current annual equity grant program for corporate officers. The Committee determined it was appropriate to increase the total ownership of Company shares by the corporate officers through a multi-year series of stock option grants. The Committee’s long-term goal is to have corporate officers own directly, or have granted to them in the form of stock options and restricted shares/units, five percent of all Company shares outstanding. The Committee anticipates it will take up to four years to meet this goal.
After reviewing peer group data on officer share ownership levels, the Committee determined that the level of ownership of the Company’s shares by the Company’s corporate officers did not adequately align their interest with those of the Company’s stockholders.
“We believe it is in Broadridge stockholders’ interests to have alignment between the long-term goals and objectives of management and stockholders and to encourage superior performance and long-term stability,” said Thomas E. McInerney, Chairman of the Compensation Committee of the Board of Directors.
These goals will be achieved through a combination of equity grant types:
The first of these grants totaling 2,000,000 shares underlying options was approved by the Committee on February 25, 2008, comprised of 666,662 fair market value stock options at an exercise price of $18.97 per share (closing price of stock on grant date), 666,667 premium-priced stock options at an exercise price of $20.87 per share (110% of fair market value stock options), and 666,671 super premium-priced stock options at an exercise price of $22.76 per share (120% of fair market value options).
In addition to the long-term ownership goal stated above, the Committee is in the process of determining appropriate share ownership guidelines so that, following the vesting of these grants, corporate officers will own an adequate amount of Company shares to keep their individual interests aligned with those of the Company’s stockholders.
Impact of Founder Equity Grants on Fiscal Year 2008 Financial Guidance
Despite a higher stock compensation expense associated with the issuance of founder equity grants, there is no change to the fiscal year 2008 financial guidance communicated in the Company’s earnings release of February 7, 2008, for the second quarter ended December 31, 2007. The fiscal year 2008 financial guidance continues to be as follows: 1% - 4% revenue growth, and earnings per share before one-time transition expenses towards the higher end of the $1.30 - $1.40 per share range, based on diluted weighted average shares outstanding of approximately 141 million shares.
Broadridge Financial Solutions, Inc. (NYSE:BR) is the leading provider of investor communications and technology-driven solutions for broker-dealers, banks, mutual funds and other corporations. Broadridge’s investor and customer communications, securities processing and managed services solutions help clients reduce their capital investments in operations infrastructure, allowing them to increase their focus on core business activities. With over 50 years of experience, Broadridge's infrastructure underpins proxy voting services for over 90% of public companies and mutual funds in North America and processes on average $5 trillion in equity and fixed income trades per day. Broadridge employs approximately 10,000 associates in 14 countries.
For more information about Broadridge, please visit www.broadridge.com.
This press release and other written or oral statements made from time to time by representatives of Broadridge may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, such as our fiscal year 2011 financial guidance, and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2010 (the “2010 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. Any forward-looking statements are qualified in their entirety by reference to the factors discussed in the 2010 Annual Report. These risks include: the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; the pricing of Broadridge’s products and services; changes in laws and regulations affecting the investor communication services provided by Broadridge; declines in participation and activity in the securities markets; overall market and economic conditions and their impact on the securities markets; any material breach of Broadridge security affecting its clients’ customer information; the failure of Broadridge’s outsourced data center services provider to provide the anticipated levels of service; any significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; Broadridge’s failure to keep pace with changes in technology and demands of its clients; Broadridge’s ability to attract and retain key personnel; the impact of new acquisitions and divestitures; and competitive conditions. Broadridge disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.