Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On February 22, 2019, LSC Communications, Inc. (the Company) held a Special Meeting of Stockholders in connection with the merger between a
wholly owned subsidiary of Quad/Graphics, Inc. (Quad/Graphics), QLC Merger Sub, Inc., and the Company (the Merger), as contemplated by the agreement and plan of merger, dated as of October 30, 2018, among Quad/Graphics,
the Company and QLC Merger Sub, Inc. (the Merger Agreement). At the close of business on January 16, 2019, the record date for stockholders entitled to notice of, and to vote at, the Special Meeting, 33,315,949 shares of the
Companys common stock were issued and outstanding. The holders of 23,906,589 shares of the Companys common stock were present at the Special Meeting, either in person or represented by proxy, and therefore a quorum was present.
The certified results of the matters voted upon at the Special Meeting, which are more fully described in the Companys definitive proxy statement, filed
with the United States Securities and Exchange Commission (the SEC) on January 22, 2019, are as follows:
1.
Proposal
1
: To adopt the Merger Agreement, as such agreement may be amended from time to time, by and among Quad/Graphics, Inc., QLC Merger Sub, Inc. and LSC Communications, Inc.:
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FOR
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AGAINST
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ABSTAIN
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NON-VOTES
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23,633,594
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213,338
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59,657
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0
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2.
Proposal 2
: To approve, by a
non-binding,
advisory vote,
certain compensation that may be paid or become payable to LSC Communications, Inc.s named executive officers that is based on or otherwise relates to the Merger contemplated by the Merger Agreement:
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FOR
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AGAINST
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ABSTAIN
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NON-VOTES
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17,730,639
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6,101,985
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73,965
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0
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3.
Proposal 3
: To adjourn the Special Meeting, if reasonably necessary to provide stockholders with any
required supplement or amendment to the joint proxy statement/prospectus or to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve Proposal 1:
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FOR
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AGAINST
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ABSTAIN
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NON-VOTES
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22,040,272
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1,538,654
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327,663
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0
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