--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-149282" form_type: "8-K" ticker: "DFIN" cik: "0001669811" company_name: "Donnelley Financial Solutions, Inc." filed_at: "2023-05-19T23:59:59+00:00" generated_at: "2026-06-14T19:51:21.455151+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.2 confidence: "high" source: SEC EDGAR --- # DFIN shareholders approve charter amendment limiting officer liability and elect directors ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-149282 - form_type: 8-K - ticker: DFIN - cik: 0001669811 - company_name: Donnelley Financial Solutions, Inc. - filed_at: 2023-05-19T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.2 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1669811/000119312523149282/0001193125-23-149282-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1669811/000119312523149282/d444453d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-149282 - JSON: https://secwatch.observer/filing/0001193125-23-149282.json - Plain text: https://secwatch.observer/filing/0001193125-23-149282.txt ## Key facts - Governance Changes Donnelley Financial Solutions, Inc.: Amendment to limit officer liability per Delaware law (effective 2023-05-19). - Change: charter amendment - Effective: 2023-05-19 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1669811/000119312523149282/0001193125-23-149282-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1669811/000119312523149282/0001193125-23-149282-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1669811/000119312523149282/0001193125-23-149282-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1669811/000119312523149282/0001193125-23-149282-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1669811/000119312523149282/0001193125-23-149282-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1669811/000119312523149282/0001193125-23-149282-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1669811/000119312523149282/0001193125-23-149282-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.