Quad/Graphics,Inc. (NYSE:QUAD) Files An 8-K Submission of Matters to a Vote of Security Holders

Quad/Graphics,Inc. (NYSE:QUAD) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.Submission of Matters to a Vote of Security Holders.

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On February22, 2019, Quad/Graphics, Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders voted on a proposal to approve the issuance of shares of class A common stock of the Company (the “Share Issuance Proposal”) in connection with the merger between QLC Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of the Company, and LSC Communications, Inc. (“LSC”), as contemplated by the Agreement and Plan of Merger, dated as of October30, 2018, among the Company, LSC and Merger Sub.

As of the January16, 2019 record date for the determination of the shareholders entitled to notice of, and to vote at, the Special Meeting, 38,137,807shares of the Company’s classA common stock were outstanding and eligible to vote with an aggregate of 38,137,807votes; and 13,556,858shares of the Company’s classB common stock were outstanding and eligible to vote with an aggregate of 135,568,580 votes. Approximately 92.79% of all votes were represented at the Special Meeting in person or by proxy. The following is the final vote on the only matter presented for shareholder consideration at the Special Meeting.

At the Special Meeting, the shareholders approved the Share Issuance Proposal. 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)

160,734,467

99.73

%

244,965

0.15

%

195,390

0.12

%

N/A

______________________________

(1)Based on a total of all votes received and eligible to be counted as voted on the Share Issuance Proposal at the Special Meeting.

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

Item 8.01Other Information

On February25, 2019, the Company issued a press release announcing the shareholder voting results on the Share Issuance Proposal at the Special Meeting. A copy of the press release announcing the results of the Special Meeting is attached as Exhibit99 to this Current Report on Form8-K and is incorporated herein.

Item 9.01.Financial Statements and Exhibits.

(a)Not applicable.

(b)Not applicable.

(c)Not applicable.

(d)Exhibits. The following exhibit is being filed herewith:

EXHIBIT INDEX

Exhibit

Number

(99)Press Release of Quad/Graphics, Inc., dated February25, 2019.

Quad/Graphics, Inc. Exhibit
EX-99 2 exhibit99-pressreleasexqua.htm PRESS RELEASE Exhibit Exhibit 99FOR IMMEDIATE RELEASEQuad Shareholders Approve Issuance of Shares in Connection with its Acquisition of LSC CommunicationsSUSSEX,…
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About Quad/Graphics,Inc. (NYSE:QUAD)

Quad/Graphics, Inc. is a print and marketing services provider. The Company’s operating segments are the United States Print and Related Services, and International. The Company operates primarily in the commercial print portion of the printing industry as a printer of retail inserts, publications, catalogs, journals, direct mail, books, directories, in-store marketing and promotion, packaging, newspapers, custom print products, other commercial and specialty printed products and global paper procurement. The United States Print and Related Services segment consists of the Company’s United States printing operations and is managed as one integrated platform. The International segment consists of the Company’s printing operations in Europe and Latin America, including England, France, Germany, Poland, Argentina, Colombia, Mexico and Peru, as well as strategic investments in printing operations in Brazil and India. It also provides complementary service offerings for its customers.

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