BROADRIDGE FINANCIAL SOLUTIONS, INC. 8-K

What Happened Broadridge Financial Solutions, Inc. announced on Feb. 2, 2026 that director Brett Keller notified the company he will resign from the Board effective April 30, 2026. On the same day the Board approved increasing its size from eight to ten members and appointed Trish Mosconi and Christopher Perry as directors, effective Feb. 2, 2026.

Key Details

• Brett Keller’s resignation effective April 30, 2026; he stated it was not due to any disagreement with management or the Board.
• Board size increased from 8 to 10 members; after the appointments, 8 of 10 directors are independent, including Chair Eileen K. Murray.
• Trish Mosconi (BCG senior advisor; former Synchrony Chief Strategy Officer and BlackRock/Firm leadership roles) will join the Audit and Compensation Committees and has been determined independent under NYSE/SEC rules; she will receive standard independent director pay per the company’s proxy.
• Christopher Perry (Broadridge President since 2020, at the company since 2014) was appointed to the Board but will not receive additional director compensation and will not serve on the company’s three standing (independent-only) committees.
• Company disclosed no related-party arrangements or transactions requiring Item 404 disclosure for either appointee; press release attached as Exhibit 99.1.

Why It Matters Board composition changes can affect oversight, strategy and governance. Adding Mosconi brings outside financial services, fintech and strategy experience to key oversight committees (Audit and Compensation). Appointing the company’s President, Christopher Perry, to the Board formalizes senior management representation without extra pay and preserves independent-only committee membership. Investors should note the increase in independent directors and the scheduled resignation date of an incumbent director.