Quad/Graphics, Inc. (NYSE:QUAD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Quad/Graphics, Inc. (NYSE:QUAD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

Effective immediately preceding the Annual Meeting (as defined
below) on May 15, 2017, the Board of Directors (the “Board”) of
Quad/Graphics, Inc. (the “Company”) approved an amendment to
Section 3.01 of Article III of the Company’s Amended Bylaws to
decrease the size of the Board from ten directors to nine
directors.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 15, 2017, the Company held its 2017 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 2018 annual meeting of shareholders;
An advisory vote to approve the compensation of the
Company’s named executive officers as disclosed in the
proxy statement; and
An advisory vote on the frequency of the advisory
shareholder vote on the compensation of the Company’s
named executive officers.
As of the March 8, 2017, record date for the determination of the
shareholders entitled to notice of, and to vote at, the Annual
Meeting, 37,519,587 shares of the Company’s class A common stock
were outstanding and eligible to vote with an aggregate of
37,519,587 votes; and 14,198,464 shares of the Company’s class B
common stock were outstanding and eligible to vote with an
aggregate of 141,984,640 votes. Approximately 93.0% 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 2018 annual meeting of shareholders. The results of
the votes were as follows:
For
Withheld
Broker Non-Votes
Name
Votes
Percentage(1)
Votes
Percentage
Votes
Percentage(2)
Mark A. Angelson
165,953,586.62
99.4
%
1,040,882.89
0.6
%
N/A
Douglas P. Buth
163,657,462.76
98.0
%
3,337,006.75
2.0
%
N/A
John C. Fowler
154,022,977.03
92.2
%
12,971,492.48
7.8
%
N/A
Stephen M. Fuller
165,949,340.53
99.4
%
1,045,128.98
0.6
%
N/A
Christopher B. Harned
153,611,589.99
92.0
%
13,382,879.52
8.0
%
N/A
J. Joel Quadracci
154,238,607.20
92.4
%
12,755,862.31
7.6
%
N/A
Kathryn Quadracci Flores
153,631,778.07
92.0
%
13,362,691.44
8.0
%
N/A
Jay O. Rothman
156,767,135.75
93.9
%
10,227,333.75
6.1
%
N/A
John S. Shiely
165,245,553.34
99.0
%
1,748,916.17
1.0
%
N/A
Advisory Vote to Approve Executive Compensation
The shareholders approved the compensation of the Company’s
named executive officers as disclosed in the proxy statement. The
results of the advisory vote were as follows:
For
Against
Abstain
Broker Non-Votes
Votes
Percentage(1)
Votes
Percentage(1)
Votes
Percentage(2)
Votes
Percentage(2)
157,013,695.51
94.1
%
9,895,979.07
5.9
%
84,791.93
N/A
N/A
-2-
Advisory Vote on the Frequency of the Advisory Shareholder Vote
on Executive Compensation
The shareholders expressed a preference that an advisory vote on
the compensation of the Company’s named executive officers occur
once every three years. The results of the advisory vote were as
follows:
Every Year
Every Two Years
Every Three Years
Abstain
Votes
Percentage(1)
Votes
Percentage(1)
Votes
Percentage(1)
Votes
Percentage(2)
19,010,854.54
11.4
%
153,638.92
0.1
%
147,634,777.08
88.5
%
195,194.97
N/A
Broker Non-Votes
Votes
Percentage(2)
N/A
In accordance with the results of this vote, the Board of
Directors of the Company determined to implement an advisory
shareholder vote to approve the compensation of the Company’s
named executive officers once every three years until the next
required advisory vote on the frequency of the advisory
shareholder vote on the compensation of the Company’s named
executive officers, which is scheduled to occur at the Company’s
2023 annual meeting of shareholders.
______________________________
(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.
Item 9.01. Financial Statements and Exhibits.
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits. The following exhibits are being filed herewith:
(3.1)
Amendment to the Amended Bylaws of Quad/Graphics, Inc.
effective May 15, 2017
(3.2)
Amended Bylaws of Quad/Graphics, Inc., as amended through
May 15, 2017
-3-


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.

Quad/Graphics, Inc. (NYSE:QUAD) Recent Trading Information

Quad/Graphics, Inc. (NYSE:QUAD) closed its last trading session down -0.32 at 22.88 with 466,186 shares trading hands.

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