Subject: 4-725:
From: Mike Spelman

Jul. 31, 2018

Good afternoon,

My name is Mike Spelman and I have been in the financial printing industry for nearly 40 years and have worked with the largest, and smallest, publicly traded companies in the filing and printing of their shareholder materials. I have witnessed many rule changes that have affected issuers (and my industry), positively as well as negatively. The one constant, however, is the continued dominance, or monopoly, of the street positions held by Broadridge. Many would say that having Broadridge in control, as opposed to having to deal with a number of entities, is a good thing. My personal thoughts are they have become too big, too demanding, too restrictive to issuers needs and are relentless in their pursuit of controlling the entire annual meeting process for issuers. Here are some examples:

· Broadridge is on record as telling issuers they will ONLY receive dedicated client services if they award more business to Braodridge, i.e. registered distribution, master tabulation services etc…. I have personally witnessed this on dozens of occasions. · Broadridge enforces very tight deadlines for having material on their warehouse floor and penalizes issuers monetarily if they do not comply (4-5 days BEFORE mail date), yet, they completely eliminate this timeline crunch if the issuer allows Broadridge to manage the printing of the materials. Essentially, they are holding the issuer hostage unless they provide more of their business to them.

· Broadridge completely misleads issuers on Notice & Access costs, allowing them to believe they will save significant expense over printing and mailing. I have performed more than 1,000 analyses and my review has shown that a little more than 65% of issuers do NOT save any money at all with the process. The ancillary N&A fees are not identified within the body of the Broadridge invoice which completely misleads issuers. Even though the Broadridge rep is aware there are no savings for the issuer by going this route, they still push the product. · Speaking of their billing practices, the way their invoices are structured makes it very difficult for issuers to ascertain what they are spending and what services they are receiving. They use a DOS based accounting program and many services are rolled over year to year despite the issuer not requesting that specific service.

As you can probably determine by the specifics within this message, I had a working relationship with ADP Brokerage Services/Broadridge for many years and am very familiar with their selling, billing and collections processes. They make it very cumbersome, expensive and inefficient for issuers when managing more than just the street distribution. Case in point is their share-link service which allows Broadridge to take control of the registered mailing. They seldom alert the issuer that the Transfer Agent will charge a fee to send the registered files to Broadridge for processing nor do they let them know that some of the “new charges” they will experience are already imbedded within the Transfer Agent’s annual contract for registrar and transfer services. In essence, the issuer is paying twice for many services.

Breaking up their monopoly on the street side will allow issuers to choose their providers and not feel pressured to award them business they otherwise wouldn’t.

I realize that many of these complaints are practices employed by other services providers but Broadridge really does go out of their way to make it as difficult as possible for issuers to have an efficient experience UNLESS they allow Broadridge to manage it from start to finish. If requested, I can provide specifics.


Mike Spelman
Business Development Manager, Compliance Solutions
Toppan Vintage