Current Report Filing (8-k)
May 26 2022 - 05:12PM
Edgar (US Regulatory)
0001481792false00014817922022-05-232022-05-23
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): May 23,
2022
Quad/Graphics, Inc.
(Exact name of registrant as specified in its charter)
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Wisconsin |
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001-34806 |
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39-1152983 |
(State or other
jurisdiction of
incorporation) |
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(Commission File
Number) |
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(IRS Employer
Identification No.) |
N61 W23044 Harry’s Way, Sussex, Wisconsin 53089-3995
(Address of principal executive offices, including zip
code)
(414) 566-6000
(Registrant’s telephone number)
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 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange
on which registered
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Class A Common Stock, par value $0.025 per share |
QUAD |
The New York Stock Exchange |
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 5.07. Submission
of Matters to a Vote of Security Holders.
On May 23, 2022, Quad/Graphics, Inc. (the “Company”) held its 2022
annual meeting of shareholders (the “Annual Meeting”). At the
Annual Meeting, the Company’s shareholders voted on the following
proposal:
•The
election of all nine directors to the Company’s Board of Directors
for a one-year term to expire at the Company’s 2023 annual meeting
of shareholders.
As of the March 17, 2022 record date for the determination of the
shareholders entitled to notice of, and to vote at, the Annual
Meeting, 41,458,102 shares of the Company’s class A common stock
were outstanding and eligible to vote with an aggregate of
41,458,102 votes; and 13,556,858 shares of the Company’s class B
common stock were outstanding and eligible to vote with an
aggregate of 135,568,580 votes. Approximately 86.2% 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, Dr.
Kathryn Quadracci Flores, John C. Fowler, Stephen M. Fuller,
Christopher B. Harned, J. Joel Quadracci, Jay O. Rothman and John
S. Shiely as directors for a one-year term to expire at the
Company’s 2023 annual meeting of shareholders. The results of the
vote were as follows:
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For |
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Withheld |
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Broker Non-Votes |
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Name |
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Votes |
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Percentage(1)
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Votes |
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Percentage |
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Votes |
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Percentage(2)
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Mark A. Angelson |
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143,191,018 |
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93.83 |
% |
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9,417,754 |
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6.17 |
% |
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— |
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N/A |
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Douglas P. Buth |
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145,439,637 |
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95.30 |
% |
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7,169,135 |
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4.70 |
% |
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— |
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N/A |
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Kathryn Quadracci Flores |
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143,831,292 |
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94.25 |
% |
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8,777,480 |
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5.75 |
% |
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— |
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N/A |
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John C. Fowler |
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145,058,011 |
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95.05 |
% |
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7,550,761 |
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4.95 |
% |
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— |
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N/A |
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Stephen M. Fuller |
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150,835,561 |
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98.84 |
% |
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1,773,211 |
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1.16 |
% |
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— |
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N/A |
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Christopher B. Harned |
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143,857,230 |
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94.27 |
% |
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8,751,542 |
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5.73 |
% |
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— |
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N/A |
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J. Joel Quadracci |
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144,015,961 |
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94.37 |
% |
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8,592,811 |
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5.63 |
% |
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— |
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N/A |
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Jay O. Rothman |
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146,629,423 |
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96.08 |
% |
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5,979,349 |
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3.92 |
% |
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— |
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N/A |
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John S. Shiely |
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144,064,476 |
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94.40 |
% |
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8,544,296 |
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5.60 |
% |
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— |
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N/A |
_______________
(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.
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 hereunto duly
authorized.
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Date: |
May 26, 2022 |
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QUAD/GRAPHICS, INC. |
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By: |
/s/ Jennifer J. Kent |
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Jennifer J. Kent |
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Executive Vice President, Chief People & Legal Officer and
Secretary |
Quad Graphics (NYSE:QUAD)
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