Annual Meeting of Stockholders - PARK NATIONAL CORP

We are an essential technology partner. Helping our clients and industry operate, innovate, and grow. At Broadridge, we connect the financial world. We are leaders in corporate governance and investor communications. trusted and transformative for our clients creating new ways for investors to engage and participate enabling over 800 million shareholder positions globally to have their voices heard processing more than 7 billion critical communications each year quite simply we enable the entire trade life cycle front to back across asset classes globally When the stakes are high, we're trusted to deliver securely, accurately, and efficiently. We clear and settle $10 trillion every day. Our expertise and technology is simplifying and fundamentally changing the way markets operate. With our breakthrough modular platform, we are accelerating digital transformation. For wealth managers on their terms. Driving growth. Improving advisor productivity. Reducing risk. We are moving our industry forward Through our unmatched scale Our unique vantage point Our obsession with client-focused innovation And through the power of our people A diverse global network of voices Of expertise Powering change and empowering partners Relentlessly in pursuit of what's next welcome to the 2026 annual meeting of broadridge broadridge financial solutions i would now like to introduce the first presenter eileen murray the person of broadbridge miss murray thank you thank you um i'd like to welcome you all to broadbridge's 2026 annual meeting we're delighted you can join us this morning and participate in this meeting I'd like to introduce our additional director nominees who along with me make up the slate of 10 director nominees all nominees are in attendance at this meeting joining me on the video are our ceo and board member tim gokey the chair of the audited risk committee melvin flowers the chairof our compensation committee maura marcus the chairoff our governance and nominating Committee, Bob Dulks, and the other director nominees are joining us in this meeting via video. There are Taghdig Nacy, Trish Moscone, Annette Nazareth, Chris Perry, and Srinivah Talapragada. I'd also like to introduce the representatives from our independent audit firm, Deloitte & Touche. They're joining us via audio, Tyler Limbert and Lenny DeSalvo. Our Chief Financial Officer, Ash McGee, is in the meeting, and our Chief Legal Officer, Hope Jorowski, as well as our Independent Inspector of Election, Louis Larson, are also joining the meeting on the phone line. I'll now turn it over to our Corporate Secretary, Maria Allen, to conduct the business aspects of the meeting. Thank you, Eileen. This meeting is held pursuant to a notice dated September 29, 2026. On or about September 29th, each stockholder of record as of the close of business on September 18th was sent either a notification of internet availability of proxy materials or the proxy materials themselves. All documents concerning notice of the meeting will be filed with the records of the meaning. And Louis Larson has been appointed Inspector of Elections to count all votes and determine the results of the voting. I received Louis Lerson's written oath of office as Inspector, and he's presented me with evidence that notice of this meeting was properly given to all stockholders of record as of the record date. Louis, have you determined whether a quorum is present at this meeting? I have determined that there are stockholders representing approximately 87% of the outstanding shares of common stock at this meeting in person or by proxy, which is sufficient for a quorum and for transacting the business of this meeting. Thank you. I find that a quorum is present for the purpose of conducting business at this meaning, and I've been informed that there were 32 attendees at this mean. All holders of the company's common stock as of the record date are entitled to vote online at this meeting on all proposals included in the company proxy materials. I now declare the polls for this meeting open. The polls will be closed after Mr. Gokey's business presentation. So if there's any stockholder present who wishes to vote or wishes to change their vote, please do so now. Broadridge stockholders also have the ability to submit questions either online by clicking the question icon located on the right side of your screen or by phone by dialing 1-877-328-2502 and providing the control number that was included with the notice of this meeting. Our chair, Eileen Murray, will now present the proposals. Eileen? Thank you, Maria. Let me turn to the proposals The items to be considered at this meeting are set forth in detail in the notice of the 2026 Annual Meeting of Stockholders and Proxy Statement of the Company. Each are dated September 29, 2026, and mailed or made available to stockholders of the company. The first item of business on our agenda is the election of directors to serve until the next Annual Meeting or Stockholders, or until their respective successors have been elected and qualified. The Board has recommended that 10 nominees listed in our proxy materials for election to our Board of Directors. The Corporate Secretary has advised me there were no valid nominations by stockholders submitted to the company prior to this meeting in accordance with the bylaws. Therefore, I declare the nominations closed. Two, the second item of business is a non-binding advisory vote on the compensation of our named executive officers. I want to remind you that this vote is advisory, so it will not be binding on us. That being said, we recognize that our stockholders have a fundamental interest in Broadridge's executive compensation practices, so our compensation committee will take into account the result of this vote when considering future executive compensation decisions. The third item on our agenda is the ratification of the selection of Deloitte Touche as the company's independent registered public accounting firm for the 2027 fiscal year. The board recommends that stockholders vote for proposals 1, 2, and 3. And as a reminder, Broadridge stockholders have the ability to submit questions on the proposals. So are there any questions at this time pertaining to these items? Let me pause briefly for any online questions as well. While we give the team a moment to check whether there are any questions, I want to remind stockholders that the polls will be closed after Mr. Gokey's business presentation. After the votes have been cast and the polls closed, the inspector will announce the preliminary results. seeing no questions on the proposals i'll proceed and turn the meeting over to our chief executive officer mr gokey for his business presentation tim thank you maria this is broadridge's 18th virtual only annual meeting which is again powered by broadridge VSM technology. Our VSM solution supported over 2,500 annual shareholder meetings this past year, which has allowed tens of thousands of investors to participate in annual meetings. This is just one example of how we're making it easier than ever for public companies, funds, and ETS to engage with their shareholders. Today, I'll begin by discussing our fiscal year 2026 results, followed by our first quarter fiscal year 2027 results, after which the polls will be closed and we'll take questions from our stockholders related to our business. Now, some financial highlights in fiscal 26. I'm very pleased with Broadridge's strong fiscal year 1026 results. Recurring revenue constant currency grew 8% to $4.9 billion. Total revenues grew 9% to 7.5 billion. This strong top-line performance contributed to 12 percent growth in adjusted EPS to $9.60. We generated $305 million in closed sales, and we ended the year with free cash flow conversion of 110 percent. In addition, our board approved a 12 percent increase in our annual dividend to $4.36 per share. This is the 20th consecutive year of a dividend increase every year since we became a public company. Beyond the numbers, fiscal 26 demonstrated the strength and stability of our business, the power of the long-term trends driving our growth, and our ability to execute our strategy. I can clearly say Broadridge has never been stronger. Financial services markets are clearly evolving, driven by digitization, tokenization, and agentic AI. our deep relationships with leading financial institutions, our industry expertise, and technology platform position us really well to capture the opportunities that these trends will create. Now, I'd like to give you a brief summary of our first quarter fiscal year 2027 results, which we reported last week. We reported a very good first quarter with 11 percent recurring revenue growth, constant currency, and a 10 percent increase in closed sales year-over-year for $36 million. Our results were driven by strong execution of our strategy to democratize and digitize governance, to simplify and innovate digital capital markets, and to modernize wealth management. In summary, Broadridge is off to a strong start to 27. We're executing on our growth strategy, and we're positioned to deliver another year of steady and consistent top and bottom line growth. Looking ahead, we're translating our growth investments into tangible results by expanding digital engagement, advancing tokenization, and scaling Agentech AI. We're widening access through digital engagement. Building the governance layer for tokenized equities and infrastructure, connecting traditional and digital assets, and delivering new Agentec products and workflows. We're also using AI to improve internal efficiency, fund investment, and support earnings growth. I remain firmly confident in Broadridge's ability to deliver strong financial results, to serve our clients, engage our associates, and create long-term value for shareholders. I'd like to thank our Board of Directors for their insights, guidance, and valuable contributions which have been essential to our success. I'd especially like to think Brett Keller, who stepped down from the Board earlier this year after 11 years, and Amit Zavery, who served on the board for seven years and is stepping down after this meeting. They've both been invaluable sources of insight and counsel. I'd also like to unofficially welcome Sweeney Talapargada, who's standing in this election. As President of Salesforce, Sweeny led the technology for Salesforce and several important Salesforce businesses. He's been an instrumental part of Salesforce's growth for the past 14 years, and we know he'll make a big impact here at Roderich. Let me also thank our 16,000 associates located across the globe. Their hard work, focus on serving our clients, and success in bringing innovation to our industry is what powers our growth. Thank you. Finally, I want to express my gratitude to you, our stockholders, for the confidence you have shown of me as your CEO and for your investment in our company. I now turn the meeting over to Maria for the results of the vote. Thank you, Tim. All ballots have been submitted, and I now announce that the polls for this meeting are closed. Inspector, will you please report the results of the votes? All valid votes received will be included in the final vote report. On the motion for the election of directors, more than 94% of the votes cast at this meeting were cast in favor of the election of each of the director nominees. On the motion for approval of Broderidge's executive compensation, more than 91% of the votes casted this meeting have approved Broderige's executive compensation as disclosed in the proxy statement. On the notion for the ratification of the appointment of Deloitte & Touche, the company's independent registered public accounting firm for the 2027 fiscal year, more More than 98% of the votes cast at this meeting were cast in favor of ratification. Thank you, Lewis. I declare that the proposed slate of directors has been duly elected. Our executive compensation has been approved by a nine-binding advisory vote, and the appointment of Deloitte & Touche as our independent registered public accounting firm has been dually ratified. I direct that the results of the voting be incorporated into the minutes of this meeting. The business of this meeting is now complete, and I declare the meeting formally adjourned. The complete voting results will be contained in the Form 8K that the company will file with the SEC within four business days following this meeting.