Quad Graphics Inc filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$QUAD
Publishing
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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): May 21, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective immediately preceding the Annual Meeting (as defined below) on May 21, 2025, the Board of Directors 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 of Directors from ten directors to nine directors.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2025, the Company held its 2025 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 2026 annual meeting of shareholders; and
•Approval of an amendment to the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan.
As of the March 19, 2025 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 37,099,534 shares of the Company’s class A common stock were outstanding and eligible to vote with an aggregate 37,099,534 votes; and 13,261,983 shares of the Company’s class B common stock were outstanding and eligible to vote with an aggregate of 132,619,830 votes. Approximately 90.13% 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 Douglas P. Buth, Beth-Ann Eason, Dr. Kathryn Quadracci Flores, John C. Fowler, Stephen M. Fuller, Christopher B. Harned, Melanie A. Huet, J. Joel Quadracci and Jay O. Rothman as directors for a one-year term to expire at the Company’s 2026 annual meeting of shareholders. The results of the vote were as follows:
| For | Withheld | Broker Non-Votes | ||||||||||||||||||||||||||||||||||||
| Name | Votes | Percentage(1) | Votes | Percentage | Votes | Percentage(2) | ||||||||||||||||||||||||||||||||
| Douglas P. Buth | 140,738,537 | 92.00 | % | 12,237,917 | 8.00 | % | — | N/A | ||||||||||||||||||||||||||||||
| Beth-Ann Eason | 144,359,923 | 94.37 | % | 8,616,531 | 5.63 | % | — | N/A | ||||||||||||||||||||||||||||||
| Kathryn Quadracci Flores | 143,102,911 | 93.55 | % | 9,873,543 | 6.45 | % | — | N/A | ||||||||||||||||||||||||||||||
| John C. Fowler | 140,283,387 | 91.70 | % | 12,693,067 | 8.30 | % | — | N/A | ||||||||||||||||||||||||||||||
| Stephen M. Fuller | 141,485,165 | 92.49 | % | 11,491,289 | 7.51 | % | — | N/A | ||||||||||||||||||||||||||||||
| Christopher B. Harned | 142,947,845 | 93.44 | % | 10,028,609 | 6.56 | % | — | N/A | ||||||||||||||||||||||||||||||
| Melanie A. Huet | 144,047,943 | 94.16 | % | 8,928,511 | 5.84 | % | — | N/A | ||||||||||||||||||||||||||||||
| J. Joel Quadracci | 143,164,414 | 93.59 | % | 9,812,040 | 6.41 | % | — | N/A | ||||||||||||||||||||||||||||||
| Jay O. Rothman | 144,263,218 | 94.30 | % | 8,713,236 | 5.70 | % | — | N/A | ||||||||||||||||||||||||||||||
Approval of an Amendment to the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan
The shareholders approved the amendment to the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||
| Votes | Percentage(1) | Votes | Percentage | Votes | Percentage(2) | Votes | Percentage(2) | |||||||||||||||||||||||||||||||||||||
| 142,210,733 | 92.97 | % | 10,753,519 | 7.03 | % | 12,202 | N/A | — | 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.
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Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits. The exhibits listed in the exhibit index below are being filed herewith.
EXHIBIT INDEX
Exhibit
Number
(104) Cover Page Interactive Data File (embedded within the iXBRL document).
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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.
| Date: | May 23, 2025 | ||||||||||
| QUAD/GRAPHICS, INC. | |||||||||||
| By: | /s/ Dana B. Gruen | ||||||||||
| Dana B. Gruen | |||||||||||
| General Counsel, Corporate Secretary and Chief Risk & Compliance Officer | |||||||||||
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