Donnelley Financial Solutions, Inc. (NYSE:DFIN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May18, 2017, the stockholders of the Company approved the
Companys Amended and Restated Performance Incentive Plan (the
Amended 2016 PIP). The Amended 2016 PIP is substantially similar
to the Companys 2016 Performance Incentive Plan (the 2016 PIP),
which was approved by the Companys Board of Directors and the
Companys former parent, R.R. Donnelley Sons Company (in its
capacity as sole stockholder of the Company at that time) on
September30, 2016.
The Amended 2016 PIP amends the 2016 PIP to, among other things:
|
set a $500,000 annual limit on compensation to non-employee directors; |
| institute double-trigger change of control vesting; |
|
prohibit additional forms of repricing and liberal share counting; and |
|
expand the prohibition on payment of dividends and dividend equivalents to all unvested awards, not just performance awards. |
By approving the Amended 2016 PIP, the stockholders also approved
the material terms of the performance goals set forth in the
Amended 2016 PIP to continue to allow the Company to grant
performance awards qualified as performance-based compensation
for Internal Revenue Code Section162(m) purposes. The Amended
2016 PIP does not increase the number of shares of Company common
stock available for grant over the number of shares authorized
under the 2016 PIP.
The Amended 2016 PIP became effective as of May18, 2017.
Item5.07. Submission of Matters to a Vote of Security
Holders.
(a) The Company held its Annual Meeting of Stockholders on May18,
2017.
(b) The following matters were voted upon at the Annual Meeting
of Stockholders.
1. The election of the nominees for Directors was voted on by the
Stockholders. The nominees, all of whom were elected, were Daniel
N. Leib and Lois M. Martin. The Inspectors of Election certified
the following vote tabulations:
| FOR | AGAINST | ABSTAIN | NON-VOTES | UNCAST | ||||||||||||||
|
Daniel N. Leib |
25,944,604 | 164,394 | 45,787 | 2,657,946 | N/A | |||||||||||||
|
Lois M. Martin |
25,910,940 | 199,180 | 44,665 | 2,657,946 | N/A |
2. The Stockholders voted to approve the advisory resolution on
executive compensation. The Inspectors of Election certified the
following vote tabulation:
|
FOR |
AGAINST |
ABSTAIN |
NON-VOTES |
UNCAST |
||||
|
22,961,848 |
2,513,817 | 679,120 | 2,657,946 | N/A |
3. The Stockholders voted for EVERY YEAR as the advisory
resolution on the frequency of the Say-on-Pay advisory votes. The
Inspectors of Election certified the following vote tabulation:
|
EVERY YEAR |
EVERYTWOYEARS |
EVERYTHREEYEARS |
ABSTAIN |
NON-VOTES |
UNCAST |
|||||
|
22,378,628 |
58,026 | 3,665,280 | 52,852 | 2,657,946 | N/A |
4. The Stockholders voted to approve the Amended and Restated
2016 Performance Incentive Plan. The Inspectors of Election
certified the following vote tabulation:
|
FOR |
AGAINST |
ABSTAIN |
NON-VOTES |
UNCAST |
||||
|
24,613,637 |
1,370,759 | 170,389 | 2,657,946 | N/A |
5. The Stockholders voted to ratify the Audit Committees
appointment of Deloitte Touche LLP as the independent registered
public accounting firm to audit the financial statements of the
Company for fiscal year 2017. The Inspectors of Election
certified the following vote tabulation:
|
FOR |
AGAINST |
ABSTAIN |
NON-VOTES |
UNCAST |
||||
|
28,567,051 |
150,466 | 95,214 | N/A | N/A |
Item9.01. Financial Statements and Exhibits
| (d) | Exhibits |
|
ExhibitNo. |
Description of Exhibit |
|
| 10.1 |
Amended and Restated Donnelley Financial Solutions, Inc. 2016 Performance Incentive Plan |
About Donnelley Financial Solutions, Inc. (NYSE:DFIN)
Donnelley Financial Solutions, Inc. is a financial communications services company that supports global capital markets compliance and transaction needs for its corporate clients and their advisors (such as law firms and investment bankers), and global investment markets compliance and analytics needs for mutual fund companies, variable annuity providers and broker/dealers. The Company provides content management, multi-channel content distribution, data management and analytics services, collaborative workflow and business reporting tools, and translations and other language services in support of its clients’ communications requirements. The Company operates in two business segments: United States and International. The United States segment consists of three reporting units: capital markets, investment markets, and language solutions and other. The International segment includes its operations in Asia, Europe, Latin America and Canada. Donnelley Financial Solutions, Inc. (NYSE:DFIN) Recent Trading Information
Donnelley Financial Solutions, Inc. (NYSE:DFIN) closed its last trading session up +0.33 at 23.44 with 114,494 shares trading hands.