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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): March 2, 2020

 

Donnelley Financial Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

001-37728

 

36-4829638

(Commission File Number)

 

(IRS Employer Identification No.)

35 West Wacker Drive,

Chicago, Illinois

 

60601

(Address of Principal Executive Offices)

 

(Zip Code)

(844) 866-4337

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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 Section 12(b) of the Act:

Title of each Class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock (Par Value $0.01)

 

DFIN

 

NYSE

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Form of Performance Cash Award Agreement and Performance Restricted Stock Unit Award Agreement.

On March 2, 2020, the Compensation Committee of the Board of Directors of Donnelley Financial Solutions, Inc. (the “Company”) approved a new form of Performance Cash Award Agreement (the “PCA Agreement”) and a new form of Performance Restricted Stock Unit Award Agreement (the “PRSU Agreement”) pursuant to which the Compensation Committee granted awards to certain executive officers of the Company. The Performance Cash Awards mirror the Company’s Performance Stock Unit Awards but are payable in cash instead of shares of the Company’s common stock. The PRSU Awards are subject to performance-based and time-based vesting and, once vested, will be payable in shares of the Company’s common stock. Each are for use under the Company’s Amended and Restated 2016 Performance Incentive Plan.

The PCA and PRSU Agreements are filed as Exhibit 10.1 and 10.2, respectively, hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits
         
 

10.1

   

Form of Performance Cash Award Agreement

         
 

10.2

   

Form of Performance Restricted Stock Unit Award Agreement.

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2


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 thereunto duly authorized.

 

 

 

DONNELLEY FINANCIAL SOLUTIONS, INC.

             

Date: March 6, 2020

 

 

By:

 

/s/ Jennifer B. Reiners

 

 

 

Jennifer B. Reiners

 

 

 

Executive Vice President, General Counsel and Corporate Secretary

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