quad-20200518

0001481792false00014817922020-05-182020-05-18

SECURITIES AND EXCHANGE COMMISSION

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): May 18, 2020

(Exact name of registrant as specified in its charter)

Wisconsin

001-34806

39-1152983

(State or other
jurisdiction of
incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

N61 W23044 Harry’s Way, Sussex, Wisconsin 53089-3995

(Address of principal executive offices, including zip code)

(Registrant’s telephone number)

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))

Securities registered pursuant to 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value

Quad/Graphics, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin

001-34806

39-1152983

(State or other
jurisdiction of
incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

N61 W23044 Harry’s Way, Sussex, Wisconsin 53089-3995

(Address of principal executive offices, including zip code)

(414) 566-6000

(Registrant’s telephone number)

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))

Securities registered pursuant to 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value 00014817922020-05-182020-05-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2020

Quad/Graphics, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin

001-34806

39-1152983

(State or other
jurisdiction of
incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

N61 W23044 Harry’s Way, Sussex, Wisconsin 53089-3995

(Address of principal executive offices, including zip code)

(414) 566-6000

(Registrant’s telephone number)

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))

Securities registered pursuant to 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value

Quad/Graphics, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin

001-34806

39-1152983

(State or other
jurisdiction of
incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

N61 W23044 Harry’s Way, Sussex, Wisconsin 53089-3995

(Address of principal executive offices, including zip code)

(414) 566-6000

(Registrant’s telephone number)

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))

Securities registered pursuant to 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.025 per share	QUAD	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 18, 2020, Quad/Graphics, Inc. (the “Company”) held its 2020 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company's shareholders voted on the following proposals:

•The election of all nine directors to the Company’s Board of Directors for a one-year term to expire at the Company’s 2021 annual meeting of shareholders;

•To approve the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan (the “2020 Omnibus Plan”); and

•To approve, on an advisory basis, the compensation of the Company's named executive officers as described in the Company's 2020 proxy statement.

As of the March 12, 2020 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 40,227,708 shares of the Company’s class A common stock were outstanding and eligible to vote with an aggregate of 40,227,708 votes; and 13,556,858 shares of the Company’s class B common stock were outstanding and eligible to vote with an aggregate of 135,568,580 votes. Approximately 88.75% of all votes were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for shareholder consideration at the Annual Meeting:

Election of Directors

The shareholders elected Mark A. Angelson, Douglas P. Buth, John C. Fowler, Stephen M. Fuller, Christopher B. Harned, J. Joel Quadracci, Kathryn Quadracci Flores, Jay O. Rothman and John S. Shiely as directors for a one-year term to expire at the Company’s 2021 annual meeting of shareholders. The results of the vote were as follows:


	For				Withheld				Broker Non-Votes
Name	Votes	Percentage⁽¹⁾		Votes	Percentage		Votes	Percentage⁽²⁾
Mark A. Angelson	154,805,440	99.22	%	1,220,387	0.78	%	—	N/A
Douglas P. Buth	153,267,249	98.23	%	2,758,578	1.77	%	—	N/A
John C. Fowler	144,542,809	92.64	%	11,483,018	7.36	%	—	N/A
Stephen M. Fuller	154,573,005	99.07	%	1,452,822	0.93	%	—	N/A
Christopher B. Harned	149,422,714	95.77	%	6,603,113	4.23	%	—	N/A
J. Joel Quadracci	151,480,584	97.09	%	4,545,243	2.91	%	—	N/A
Kathryn Quadracci Flores	149,645,073	95.91	%	6,380,754	4.09	%	—	N/A
Jay O. Rothman	149,453,772	95.79	%	6,572,055	4.21	%	—	N/A
John S. Shiely	152,586,552	97.80	%	3,439,275	2.20	%	—	N/A

2020 Omnibus Plan

The shareholders approved the 2020 Omnibus Plan. The results of the vote were as follows:


For				Against					Abstain		Broker Non-Votes
Votes	Percentage⁽¹⁾		Votes	Percentage⁽¹⁾		Votes	Percentage⁽¹⁾		Votes	Percentage⁽²⁾
148,595,821	95.24	%	6,934,011	4.44	%	495,995	0.32	%	—	N/A

Advisory Vote on Executive Compensation

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the Company’s 2020 proxy statement. The results of the vote were as follows:

For

Against

Abstain

Broker Non-Votes

Votes

Percentage⁽¹⁾

Votes

Percentage⁽¹⁾

Votes

Percentage⁽²⁾

Votes

Percentage⁽²⁾

151,162,765

97.21

4,345,179

2.79

517,883

N/A

—

N/A

_______________

⁽¹⁾Based on a total of all votes received and eligible to be counted as voted on this proposal at the Annual Meeting.

⁽²⁾“N/A” means that abstentions and/or broker non-votes do not have any effect on the voting results on this proposal.

SIGNATURES

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.

Date:

May 21, 2020

QUAD/GRAPHICS, INC.

By:

/s/ Jennifer J. Kent

Jennifer J. Kent

Executive Vice President of Administration,
General Counsel and Secretary

QUAD

The New York Stock Exchange

Emerging growth company ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

•The election of all nine directors to the Company’s Board of Directors for a one-year term to expire at the Company’s 2021 annual meeting of shareholders;

•To approve the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan (the “2020 Omnibus Plan”); and

•To approve, on an advisory basis, the compensation of the Company's named executive officers as described in the Company's 2020 proxy statement.

Election of Directors


	For				Withheld				Broker Non-Votes
Name	Votes	Percentage⁽¹⁾		Votes	Percentage		Votes	Percentage⁽²⁾
Mark A. Angelson	154,805,440	99.22	%	1,220,387	0.78	%	—	N/A
Douglas P. Buth	153,267,249	98.23	%	2,758,578	1.77	%	—	N/A
John C. Fowler	144,542,809	92.64	%	11,483,018	7.36	%	—	N/A
Stephen M. Fuller	154,573,005	99.07	%	1,452,822	0.93	%	—	N/A
Christopher B. Harned	149,422,714	95.77	%	6,603,113	4.23	%	—	N/A
J. Joel Quadracci	151,480,584	97.09	%	4,545,243	2.91	%	—	N/A
Kathryn Quadracci Flores	149,645,073	95.91	%	6,380,754	4.09	%	—	N/A
Jay O. Rothman	149,453,772	95.79	%	6,572,055	4.21	%	—	N/A
John S. Shiely	152,586,552	97.80	%	3,439,275	2.20	%	—	N/A

2020 Omnibus Plan

The shareholders approved the 2020 Omnibus Plan. The results of the vote were as follows:


For				Against					Abstain		Broker Non-Votes
Votes	Percentage⁽¹⁾		Votes	Percentage⁽¹⁾		Votes	Percentage⁽¹⁾		Votes	Percentage⁽²⁾
148,595,821	95.24	%	6,934,011	4.44	%	495,995	0.32	%	—	N/A

Advisory Vote on Executive Compensation

For

Against

Abstain

Broker Non-Votes

Votes

Percentage⁽¹⁾

Votes

Percentage⁽¹⁾

Votes

Percentage⁽²⁾

Votes

Percentage⁽²⁾

151,162,765

97.21

4,345,179

2.79

517,883

N/A

—

N/A

_______________

⁽¹⁾Based on a total of all votes received and eligible to be counted as voted on this proposal at the Annual Meeting.

⁽²⁾“N/A” means that abstentions and/or broker non-votes do not have any effect on the voting results on this proposal.

SIGNATURES

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.

Date:

May 21, 2020

QUAD/GRAPHICS, INC.

By:

/s/ Jennifer J. Kent

Jennifer J. Kent

Executive Vice President of Administration,
General Counsel and Secretary

QUAD

The New York Stock Exchange

Emerging growth company ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

•The election of all nine directors to the Company’s Board of Directors for a one-year term to expire at the Company’s 2021 annual meeting of shareholders;

•To approve the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan (the “2020 Omnibus Plan”); and

•To approve, on an advisory basis, the compensation of the Company's named executive officers as described in the Company's 2020 proxy statement.

Election of Directors


	For				Withheld				Broker Non-Votes
Name	Votes	Percentage⁽¹⁾		Votes	Percentage		Votes	Percentage⁽²⁾
Mark A. Angelson	154,805,440	99.22	%	1,220,387	0.78	%	—	N/A
Douglas P. Buth	153,267,249	98.23	%	2,758,578	1.77	%	—	N/A
John C. Fowler	144,542,809	92.64	%	11,483,018	7.36	%	—	N/A
Stephen M. Fuller	154,573,005	99.07	%	1,452,822	0.93	%	—	N/A
Christopher B. Harned	149,422,714	95.77	%	6,603,113	4.23	%	—	N/A
J. Joel Quadracci	151,480,584	97.09	%	4,545,243	2.91	%	—	N/A
Kathryn Quadracci Flores	149,645,073	95.91	%	6,380,754	4.09	%	—	N/A
Jay O. Rothman	149,453,772	95.79	%	6,572,055	4.21	%	—	N/A
John S. Shiely	152,586,552	97.80	%	3,439,275	2.20	%	—	N/A

2020 Omnibus Plan

The shareholders approved the 2020 Omnibus Plan. The results of the vote were as follows:


For				Against					Abstain		Broker Non-Votes
Votes	Percentage⁽¹⁾		Votes	Percentage⁽¹⁾		Votes	Percentage⁽¹⁾		Votes	Percentage⁽²⁾
148,595,821	95.24	%	6,934,011	4.44	%	495,995	0.32	%	—	N/A

Advisory Vote on Executive Compensation

For

Against

Abstain

Broker Non-Votes

Votes

Percentage⁽¹⁾

Votes

Percentage⁽¹⁾

Votes

Percentage⁽²⁾

Votes

Percentage⁽²⁾

151,162,765

97.21

4,345,179

2.79

517,883

N/A

—

N/A

_______________

⁽¹⁾Based on a total of all votes received and eligible to be counted as voted on this proposal at the Annual Meeting.

⁽²⁾“N/A” means that abstentions and/or broker non-votes do not have any effect on the voting results on this proposal.

SIGNATURES

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.

Date:

May 21, 2020

QUAD/GRAPHICS, INC.

By:

/s/ Jennifer J. Kent

Jennifer J. Kent

Executive Vice President of Administration,
General Counsel and Secretary

QUAD

The New York Stock Exchange

Emerging growth company ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

•The election of all nine directors to the Company’s Board of Directors for a one-year term to expire at the Company’s 2021 annual meeting of shareholders;

•To approve the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan (the “2020 Omnibus Plan”); and

•To approve, on an advisory basis, the compensation of the Company's named executive officers as described in the Company's 2020 proxy statement.

Election of Directors


	For				Withheld				Broker Non-Votes
Name	Votes	Percentage⁽¹⁾		Votes	Percentage		Votes	Percentage⁽²⁾
Mark A. Angelson	154,805,440	99.22	%	1,220,387	0.78	%	—	N/A
Douglas P. Buth	153,267,249	98.23	%	2,758,578	1.77	%	—	N/A
John C. Fowler	144,542,809	92.64	%	11,483,018	7.36	%	—	N/A
Stephen M. Fuller	154,573,005	99.07	%	1,452,822	0.93	%	—	N/A
Christopher B. Harned	149,422,714	95.77	%	6,603,113	4.23	%	—	N/A
J. Joel Quadracci	151,480,584	97.09	%	4,545,243	2.91	%	—	N/A
Kathryn Quadracci Flores	149,645,073	95.91	%	6,380,754	4.09	%	—	N/A
Jay O. Rothman	149,453,772	95.79	%	6,572,055	4.21	%	—	N/A
John S. Shiely	152,586,552	97.80	%	3,439,275	2.20	%	—	N/A

The shareholders approved the 2020 Omnibus Plan. The results of the vote were as follows:


For				Against					Abstain		Broker Non-Votes
Votes	Percentage⁽¹⁾		Votes	Percentage⁽¹⁾		Votes	Percentage⁽¹⁾		Votes	Percentage⁽²⁾
148,595,821	95.24	%	6,934,011	4.44	%	495,995	0.32	%	—	N/A

Advisory Vote on Executive Compensation

For

Against

Abstain

Broker Non-Votes

Votes

Percentage⁽¹⁾

Votes

Percentage⁽¹⁾

Votes

Percentage⁽²⁾

Votes

Percentage⁽²⁾

151,162,765

97.21

4,345,179

2.79

517,883

N/A

—

N/A

⁽¹⁾Based on a total of all votes received and eligible to be counted as voted on this proposal at the Annual Meeting.

⁽²⁾“N/A” means that abstentions and/or broker non-votes do not have any effect on the voting results on this proposal.

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.

Date:

May 21, 2020

QUAD/GRAPHICS, INC.

By:

/s/ Jennifer J. Kent

Jennifer J. Kent

Executive Vice President of Administration,
General Counsel and Secretary

Cover Page	May 18, 2020
Cover [Abstract]
Entity Central Index Key	0001481792
Amendment Flag	false
Document Type	8-K
Document Period End Date	May 18, 2020
Entity Registrant Name	Quad/Graphics, Inc.
Entity Incorporation, State or Country Code	WI
Entity File Number	001-34806
Entity Tax Identification Number	39-1152983
Entity Address, Address Line One	N61 W23044 Harry’s Way
Entity Address, City or Town	Sussex
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53089-3995
City Area Code	414
Local Phone Number	566-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.025 per share
Trading Symbol	QUAD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false