In October 2021, TSC issued a press release announcing the withdrawal of a shareholder proposal after Broadridge Financial Solutions, Inc. (NYSE: BR) committed to a new approach to climate concerns and greater transparency about its proxy services. Broadridge will announce climate plans within six months and will disclose information on independent audits of its proxy process, information security, vote count accuracy, and regulatory compliance. This announcement came after TSC successfully defended against the Company’s attempt to have the proposal excluded by the SEC.More specifically, Broadridge has agreed to explore Science-Based Targets for carbon reduction and a membership in the Net Zero Financial Service Providers Alliance and to publicly announce its decision within six months. Broadridge will also provide shareholder James McRitchie with copies of audits of its work related to proxy voting, including audits of accuracy, controls, regulatory compliance, and information security. Broadridge will make a summary of the audits available by October 29, 2021 and will seek the agreement of the auditors to make the full audits publicly available.
Mr. McRitchie, a long-time Broadridge shareholder, had worked with TSC to submit a shareholder proposal asking the Company to convert to a public benefit corporation (a “PBC”), and to adopt a specific public benefit of contributing to accurate, timely, cost-effective, and transparent proxy voting for diversified investors.
Broadridge asked the SEC to allow it to exclude the proposal from its proxy statement, in part because, unlike previous PBC shareholder proposals, it included a specific public benefit. The SEC declined to exclude the proposal, stating that “the Company’s corporate structure is not a matter relating to the conduct of its ordinary business operations, but rather, an important issue that is appropriate for stockholders to address at a meeting.”