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:
- Fair market value stock options, where the exercise price of one-third of the options granted in any year equals the closing price of the Company’s stock on the date of grant.
- Premium-priced stock options, where the exercise price of one-third of the options granted in any year is 10% higher than the closing price of the Company’s stock on the date of the grant.
- Super Premium-priced stock options, where the exercise price of one-third of the options granted in any year is 20% higher than the closing price of the Company’s stock on the date of the grant.
- The first stock option grant will vest during fiscal year 2008 and will expire 10 years from the date of grant, subject to earlier expiration upon the occurrence of certain events.
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.
About Broadridge
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.