8-K
filed May 19, 2023, 7:59 PM ET
ticker DFIN
CIK 0001669811
other material
confidence high
sentiment neutral
materiality 0.20
DFIN shareholders approve charter amendment limiting officer liability and elect directors
Donnelley Financial Solutions, Inc.
- Shareholders approved amendment to certificate of incorporation to limit liability of certain officers as permitted by Delaware law.
- All nine director nominees elected: Aguilar, Crandall, Drucker, Ellis, Greenfield, Jacobowitz, Leib, Martin, Pattabhiram.
- Advisory say-on-pay approved with ~24.7M for, ~494K against; frequency advisory favored 'every year' with ~24.5M votes.
- Ratification of Deloitte as auditor for FY2023 with ~27M for; employee stock purchase plan approved with ~25.4M for.
- Charter amendment filed with Delaware Secretary of State on May 19, 2023.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Donnelley Financial Solutions, Inc.: Amendment to limit officer liability per Delaware law (effective 2023-05-19).
- Change
- charter amendment
- Effective
- 2023-05-19
Exact text from the filing
At its Annual Meeting of Stockholders of Donnelley Financial Solutions, Inc. (the “Company”) held on May 17, 2023, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Donnelley Financial Solutions, Inc. shareholders approved Election of the nominees for Directors at the 2023-05-17 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
1. The election of the nominees for Directors was voted on by the Stockholders. The nominees, all of whom were elected, were Luis A. Aguilar, Richard L. Crandall, Charles D. Drucker, Juliet S. Ellis, Gary G. Greenfield, Jeffrey Jacobowitz, Daniel N. Leib, Lois M. Martin and Chandar Pattabhiram. The Inspectors of Election certified the following vote tabulations: FOR AGAINST ABSTAIN NON-VOTES Aguilar 21,981,651 3,506,484 4,938 1,774,526 Crandall 24,110,950 1,367,181 14,942 1,774,526 Drucker 25,365,197 123,509 4,367 1,774,526 Ellis 24,910,780 567,813 14,480 1,774,526 Greenfield 25,322,699 123,485 46,889 1,774,526 Jacobowitz 25,061,548 426,906 4,619 1,774,526 Leib 25,373,464 115,162 4,447 1,774,526 Martin 25,374,406 114,681 3,986 1,774,526 Pattibhiram 25,392,047 85,974 15,052 1,774,526
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Donnelley Financial Solutions, Inc. shareholders approved Ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the financial statements of the Company for fiscal year 2021 at the 2023-05-17 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
4. The Stockholders voted to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the financial statements of the Company for fiscal year 2021. The Inspectors of Election certified the following vote tabulation: FOR AGAINST ABSTAIN NON-VOTES 27,034,706 225,356 7,537 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Donnelley Financial Solutions, Inc. shareholders approved Approval of the Donnelley Financial Solutions Employee Stock Purchase Plan and the accompanying share reserve at the 2023-05-17 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
5. The Stockholders voted to approve the Donnelley Financial Solutions Employee Stock Purchase Plan and the accompanying share reserve. The Inspectors of Election certified the following vote tabulation: FOR AGAINST ABSTAIN NON-VOTES 25,436,951 41,571 14,552 1,774,526
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Donnelley Financial Solutions, Inc. shareholders approved Approval of the amendment of the Company’s Amended and Restated Certificate of Incorporation at the 2023-05-17 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
6. The Stockholders voted to approve the amendment of the Company’s Amended and Restated Certificate of Incorporation. The Inspectors of Election certified the following vote tabulation: FOR AGAINST ABSTAIN NON-VOTES 22,288,844 3,188,089 16,140 1,774,526
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Donnelley Financial Solutions, Inc. shareholders approved Advisory resolution on the frequency of Say-on-Pay advisory votes at the 2023-05-17 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
3. The Stockholders voted for EVERY YEAR as the advisory resolution on the frequency of the Say-on-Pay advisory votes. . The Inspectors of Election certified the following vote tabulation: EVERY YEAR TWO YEARS THREE YEARS ABSTAIN 24,504,711 6,461 974,721 7,179
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Donnelley Financial Solutions, Inc. shareholders approved Advisory resolution on executive compensation at the 2023-05-17 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-17
Exact text from the filing
2. The Stockholders voted to approve the advisory resolution on executive compensation. The Inspectors of Election certified the following vote tabulation: FOR AGAINST ABSTAIN NON-VOTES 24,691,709 493,554 307,810 1,774,526
View on SEC.gov
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