Form 8-K

8-K — BROADRIDGE FINANCIAL SOLUTIONS, INC.

Accession: 0001383312-26-000019

Filed: 2026-06-10

Period: 2026-06-09

CIK: 0001383312

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

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

Item: Financial Statements and Exhibits

Documents

8-K — br-20260609.htm (Primary)

EX-99.1 (exhibit991prrediganci.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

------------

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33220

33-1151291

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. Employer Identification No.)

5 Dakota Drive

Lake Success New York 11042

(Street Address) (City) (State) Zip Code

Registrant’s telephone number, including area code: (516) 472-5400

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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 ☐

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:

Common Stock, par value $0.01 per share

New York Stock Exchange

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

(d) On June 9, 2026, the Board of Broadridge Financial Solutions, Inc. approved an increase in the Board size from nine members to 10 members and appointed Todd Diganci to the Company’s Board of Directors, effective August 1, 2026. Following the appointment, eight of the 10 Board members are independent, including the Chairperson, Eileen K. Murray. Mr. Diganci will serve on the Audit Committee of the Board.

Mr. Diganci served as Executive Vice President, Chief Financial Officer, and Chief Administrative Officer of the Financial Industry Regulatory Authority (FINRA) from 2017 to June 2026. In this capacity, he provided enterprise-wide financial and administrative stewardship for one of the foundational regulatory institutions anchoring the U.S. securities markets. His role included oversight of FINRA’s finance, human resources, and its credentialing, registration, education and disclosure (CRED) operations. Prior to 2017, Mr. Diganci held positions of increasing responsibility at FINRA, serving as Corporate Controller then Chief Financial Officer. During a period of significant regulatory and market transformation, he expanded the scope of FINRA’s CFO role to include enterprise risk management and corporate strategic leadership. Committed to financial literacy, he also serves on the Board of Directors of the SIFMA Investor Education Foundation.

The Board has determined that Mr. Diganci 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. Diganci and any other person or persons pursuant to which Mr. Diganci was appointed as a 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. Diganci that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Diganci 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 2, 2025. The press release issued by the Company on June 9, 2026, announcing Mr. Diganci’s appointment is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Broadridge Financial Solutions, Inc. Press Release dated June 9, 2026.

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

SIGNATURES

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.

Date: June 9, 2026

BROADRIDGE FINANCIAL SOLUTIONS, INC.

By: /s/ Ashima Ghei

Ashima Ghei

Corporate Vice President and

Chief Financial Officer

EX-99.1

Filename: exhibit991prrediganci.htm · Sequence: 2

Document

EXHIBIT 99.1

Broadridge Appoints Todd Diganci to its Board of Directors

NEW YORK, June 9, 2026 – Broadridge Financial Solutions, Inc. (NYSE: BR), a global Fintech leader, is pleased to announce the appointment of Todd Diganci as a member of its Board of Directors, effective August 1, 2026. Following his appointment, Broadridge’s expanded Board will consist of 10 members, eight of whom are independent. Mr. Diganci will serve on the Audit Committee of the Board.

“I am thrilled to welcome Todd, who is an accomplished financial executive with expertise in the securities industry. As the financial services industry continues to transform, his expertise will help ensure that Broadridge remains at the forefront of innovation as we continue to provide the infrastructure and technologies to support our clients’ growth and ultimately, enable better financial lives,” said Eileen Murray, Chairperson of Broadridge’s Board of Directors.

Mr. Diganci is a financial executive and strategic leader with deep expertise in U.S. securities regulation. From 2017 through June 2026, he served as Executive Vice President, Chief Financial Officer, and Chief Administrative Officer of the Financial Industry Regulatory Authority (FINRA). In this capacity, he provided enterprise-wide financial and administrative stewardship for one of the foundational regulatory institutions anchoring the U.S. securities markets. His role included oversight of FINRA’s finance, human resources, and its credentialing, registration, education and disclosure (CRED) operations.

Prior to 2017, Mr. Diganci held positions of increasing responsibility at FINRA, serving as Corporate Controller then Chief Financial Officer. During a period of significant regulatory and market transformation, he expanded the scope of FINRA’s CFO role to include enterprise risk management and corporate strategic leadership. Committed to financial literacy, he also serves on the Board of Directors of the SIFMA Investor Education Foundation. "I am privileged to join Broadridge’s Board of Directors and to contribute to a company at the forefront of financial technology and market modernization," said Mr. Diganci. "Broadridge’s dedication to driving innovation across capital markets and corporate governance is outstanding. I look forward to collaborating with the Board and executive leadership to help guide the company through its next chapter of strategic expansion and long-term value creation."

About Broadridge

Broadridge Financial Solutions (NYSE: BR) is a global technology leader with trusted expertise and transformative technology, helping clients and the financial services industry operate, innovate, and grow. We power investing, governance, and communications for our clients – driving operational resiliency, elevating business performance, and transforming investor experiences. Our technology and operations platforms process and generate over 7 billion communications annually and underpin the daily average trading of over $15 trillion in tokenized and traditional securities globally. A certified Great Place to Work®, Broadridge is part of the S&P 500® Index, employing over 15,000 associates in 21 countries. For more information about us, please visit www.broadridge.com

Investors broadridgeir@broadridge.com

Media Gregg.rosenberg@broadridge.com

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