Form 8-K/A





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2014




(Exact name of registrant as specified in its charter)




(State or other jurisdiction of incorporation)




001-33220   33-1151291
(Commission file number)   (I.R.S. Employer Identification No.)

1981 Marcus Avenue

Lake Success, New York 11042

(Address of principal executive offices)

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


(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))




Item 2.02. Results of Operations and Financial Condition.

On August 7, 2014, Broadridge Financial Solutions, Inc. (the “Company”) issued a corrected press release announcing the Company’s fourth quarter and fiscal year ended June 30, 2014 financial results (the “Corrected Release”). In addition, on August 7, 2014, the Company posted a corrected Earnings Webcast and Conference Call Presentation (the “Corrected Presentation”) on the Investor Relations page of its website at This Amendment on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2014 (the “Original Filing”), to replace Exhibits 99.1 and 99.2 attached to the Original Filing with the Corrected Release and Corrected Presentation.

The attached Exhibits were revised to correct a computational error in the fourth quarter of fiscal year 2014 diluted earnings per share amount presented on a Non-GAAP basis to revise it to $1.16 from $1.17. This correction does not have any impact on any other amounts or disclosures provided in the Original Filing. In addition, a note that the amounts in the table may not sum to totals due to rounding was added to the bottom of page 8 of the Corrected Release. No modification or update is otherwise made to any other disclosures in the Original Filing, nor does this Amendment reflect any events occurring after the time of the Original Filing.

Copies of the Corrected Release and Corrected Presentation are being furnished as Exhibits 99.1 and 99.2 attached hereto, respectively, and are incorporated herein by reference. The information furnished pursuant to Items 2.02, and 9.01, including Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.


Item 9.01. Financial Statements and Exhibits.

Exhibits. The following exhibits are filed herewith:






99.1    Corrected Press release dated August 7, 2014.
99.2    Corrected Earnings Webcast & Conference Call Presentation dated August 7, 2014.


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.

Dated: August 8, 2014



/s/ James M. Young

Name:   James M. Young
Title:   Vice President, Chief Financial Officer