Broadridge Financial Solutions, Inc. filed a Current Report on Form 8-K dated November 10, 2026, announcing that its Board of Directors has approved and adopted an Amended and Restated By-laws, effective immediately.
The Restated By-laws include several procedural updates. The advance notice provisions for director nominations and non-Rule 14a-8 stockholder proposals have been revised to include expanded disclosures regarding material interests and arrangements of the stockholder, related persons, and nominees. Additionally, the filing states that procedural requirements for special meetings have been updated to provide greater certainty regarding who is entitled to call such meetings. The document also clarifies the Board’s authority regarding the conduct of stockholder meetings, including the ability to postpone, reschedule, or cancel them.
Separately, the company announced that its Board of Directors has declared a quarterly cash dividend of $1.09 per share. The dividend is payable on January 11, 2027, to stockholders of record at the close of business on December 10, 2026. The company notes that a copy of the press release detailing this announcement is attached as Exhibit 99.1.