Quad/Graphics, Inc. Files Definitive Proxy Statement

TL;DR

<b>Quad/Graphics, Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023, detailing executive compensation and equity awards.</b>

AI Summary

Quad/Graphics, Inc. (QUAD) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. Quad/Graphics, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 12, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at N61 W23044 Harry's Way, Sussex, WI 53089-3995. The filing includes data related to equity awards for PEO and Non-PEO members for the years 2021, 2022, and 2023. Specific details on equity awards include reported values, adjustments, grants, vesting, and forfeited awards.

Why It Matters

For investors and stakeholders tracking Quad/Graphics, Inc., this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, director elections, and other corporate governance matters, enabling informed voting decisions. The detailed breakdown of equity awards for PEO and Non-PEO members across multiple years allows for analysis of compensation trends and performance-based incentives.

Risk Assessment

Risk Level: low — Quad/Graphics, Inc. shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic changes that would indicate high risk.

Analyst Insight

Review the executive compensation details and equity award structures to understand potential impacts on shareholder value and company performance.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-04-12 — Filing Date (Date the DEF 14A was filed)

Key Players & Entities

• Quad/Graphics, Inc. (company) — Filer of the document
• DEF 14A (document) — Form type filed
• 2024-04-12 (date) — Filing date
• 2024-05-22 (date) — Period of report
• N61 W23044 Harry's Way, Sussex, WI 53089-3995 (address) — Company business address

FAQ

Industry Context

Quad/Graphics operates in the commercial printing industry, a sector that has faced significant digital disruption and consolidation.

Regulatory Implications

As a publicly traded company, Quad/Graphics is subject to SEC regulations governing proxy statements and executive compensation disclosures.

What Investors Should Do

1. Analyze the compensation structure for named executive officers.
2. Review the details of equity awards granted, vested, and forfeited.
3. Understand the proposals to be voted on by shareholders at the upcoming meeting.

Key Dates

• 2024-04-12: Filing of DEF 14A — Provides details on executive compensation and corporate governance for the fiscal year ending 2023.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard annual disclosure. No prior filing data is available in the provided text for comparison.

Filing Documents

• quad-20240411.htm (DEF 14A) — 914KB
• quad-20240411_g1.jpg (GRAPHIC) — 32KB
• quad-20240411_g2.jpg (GRAPHIC) — 14KB
• quad-20240411_g3.jpg (GRAPHIC) — 263KB
• quad-20240411_g4.jpg (GRAPHIC) — 234KB
• quad-20240411_g5.jpg (GRAPHIC) — 228KB
• quad-20240411_g6.jpg (GRAPHIC) — 94KB
• quad-20240411_g7.jpg (GRAPHIC) — 88KB
• quad-20240411_g8.jpg (GRAPHIC) — 73KB
• quad-20240411_g9.jpg (GRAPHIC) — 89KB
• 0001481792-24-000014.txt (&nbsp;) — 4115KB
• quad-20240411.xsd (EX-101.SCH) — 4KB
• quad-20240411_def.xml (EX-101.DEF) — 6KB
• quad-20240411_lab.xml (EX-101.LAB) — 8KB
• quad-20240411_pre.xml (EX-101.PRE) — 5KB
• quad-20240411_htm.xml (XML) — 134KB

From the Filing

quad-20240411 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Quad/Graphics, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 QUAD/GRAPHICS, INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Time and Date: Wednesday, May 22, 2024 at 9:00 a.m. Central Time Virtual Meeting: We are holding the 2024 Annual Meeting online at www.virtualshareholdermeeting.com/QUAD2024. You will not be able to attend the 2024 Annual Meeting physically. You or your proxyholder can participate, vote, and examine our shareholder list at the 2024 Annual Meeting by visiting www.virtualshareholdermeeting.com/QUAD2024 and using your control number found on your proxy card. Matters to be Voted On: 1. To elect all ten director nominees to serve for a one-year term and until their successors are duly elected and qualified; and 2. To consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Who Can Vote: Holders of Quad/Graphics, Inc. class A and class B common stock at the close of business on March 21, 2024. We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials (i.e., proxy statement, 2023 annual report to shareholders and proxy card) over the internet. On or about April 12, 2024, we will commence mailing to the holders of our class A common stock entitled to vote at the Annual Meeting a Notice of Internet Availability of Proxy Materials (the "Notice"). We believe this process expedites the receipt of proxy materials by our shareholders, ensures that proxy materials remain easily accessible to our shareholders, lowers costs and reduces the environmental impact of our Annual Meeting. The Notice contains clear instructions on how holders of our class A common stock can access our proxy materials and how such holders can vote at our 2024 Annual Meeting of Shareholders. In addition, the Notice contains instructions on how to obtain printed proxy materials. Holders of our class B common stock will continue to receive hard copies of our proxy materials, and we will commence mailing on or about April 12, 2024. Your vote is very important to us, regardless of how many shares you own. Even if you plan to attend the virtual meeting online, to ensure that every vote is counted at the 2024 Annual Meeting, we encourage you to vote as instructed in the Notice and/or proxy card, via the internet, by telephone or by mailing back the proxy card received from us or from your broker, bank or other provider. You may revoke your previously submitted proxy and vote your shares at the virtual meeting online. Please note, however, that if your shares are held by a broker, bank or other nominee and you wish to vote at the 2024 Annual Meeting online, you must obtain from the record holder of those shares (i.e., your broker, bank or other nominee) a legal proxy issued in your name. By Order of the Board of Directors Dana B. Gruen General Counsel, Corporate Secretary and Chief Risk & Compliance Officer April 12, 2024 Important notice regarding the availability of proxy materials for the shareholders' meeting to be held on May 22, 2024: The proxy statement and 2023 Annual Report to Shareholders are available at: www.proxyvote.com and http://quad.com/investor-relations. TABLE OF CONTENTS Page No. SUMMARY OF PROXY STATEMENT 1 PROXY STATEMENT 4 ELECTION OF DIRECTORS 6 CORPORATE GOVERNANCE 10 AUDIT COMMITTEE REPORT 16 STOCK OWNERSHIP OF MANAGEMENT AND OTHERS 17 COMPENSATION OF EXECUTIVE OFFICERS 20 202 3 SUMMARY COMPENSATION TABLE 32 GRANTS OF PLAN BASED AWARDS IN 202 3 33 OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 202 3 34 OPTION EXERCISES AND STOCK VESTED IN 202 3 34 202 3 PENSION BENEFITS 34 202 3 NONQUALIFIED DEFERRED COMPENSATION 35 COMPENSATION COMMITTEE REPORT 39 PAY VERSUS PERFORMANCE 40 DIRECTOR COMPENSATION 43 MISCELLANEOUS 44 T a b l e o f C o n t e n t s Q UAD /G RAPHICS , I NC . N61 W23044 Harry's Way Sussex, Wisconsin 53089 SUMMARY of PROXY STATEMENT This summary highlights certain information that is described in more detail elsewhere in this proxy statement. This summary does

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View this DEF 14A filing on SEC EDGAR