--- schema_version: "secwatch.filing_event.v1" accession: "0001481792-23-000032" form_type: "8-K" ticker: "QUAD" cik: "0001481792" company_name: "Quad/Graphics, Inc." filed_at: "2023-05-25T23:59:59+00:00" generated_at: "2026-06-14T14:24:34.305500+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Quad/Graphics reduces board to 9; shareholders approve incentive plan amendment, advisory votes pass ## Summary - Board size decreased from 10 to 9 directors effective May 22, 2023, by amending Section 3.01 of Article III of Amended Bylaws. - All nine director nominees elected with 92%-98% of votes cast (broker non-votes excluded); J. Joel Quadracci received 94.12% support. - Shareholders approved amendment to 2020 Omnibus Incentive Plan with 95.02% of votes cast. - Advisory vote on named executive officer compensation approved with 97.24% support; frequency set every three years until 2029. - Approximately 88.22% of all votes represented at the meeting; 38.5M Class A and 13.6M Class B shares outstanding. ## SEC filing metadata - accession: 0001481792-23-000032 - form_type: 8-K - ticker: QUAD - cik: 0001481792 - company_name: Quad/Graphics, Inc. - filed_at: 2023-05-25T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1481792/000148179223000032/0001481792-23-000032-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1481792/000148179223000032/quad-20230522.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001481792-23-000032 - JSON: https://secwatch.observer/filing/0001481792-23-000032.json - Plain text: https://secwatch.observer/filing/0001481792-23-000032.txt ## Key facts - Governance Changes Quad/Graphics, Inc.: Decreased the size of the Board of Directors from ten directors to nine directors (effective 2023-05-22). - Change: bylaw amendment - Effective: 2023-05-22 source text: Effective immediately preceding the Annual Meeting (as defined below) on May 22, 2023, 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1481792/000148179223000032/0001481792-23-000032-index.htm - Shareholder Votes Quad/Graphics, Inc. shareholders approved Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers at the 2023-05-22 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-22 source text: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers The shareholders expressed a preference that an advisory vote on the compensation of the Company’s named executive officers occur once every three years. The results of the advisory vote were as follows: One Year Two Years Three Years Abstain Broker Non-Votes Votes Percentage (1) Votes Percentage Votes Percentage Votes Percentage (2) Votes Percentage (2) 11,461,800 7.47 % 43,450 0.03 % 141,999,833 92.50 % 83,863 N/A — N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1481792/000148179223000032/0001481792-23-000032-index.htm - Shareholder Votes Quad/Graphics, Inc. shareholders approved Advisory vote to approve the compensation of the Company’s named executive officers at the 2023-05-22 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-22 source text: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers The shareholders approved the compensation of the Company’s named executive officers. The results of the advisory vote were as follows: For Against Abstain Broker Non-Votes Votes Percentage (1) Votes Percentage Votes Percentage (2) Votes Percentage (2) 149,303,635 97.24 % 4,243,486 2.76 % 41,825 N/A — N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1481792/000148179223000032/0001481792-23-000032-index.htm - Shareholder Votes Quad/Graphics, Inc. shareholders approved Approval of an amendment to the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan at the 2023-05-22 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-22 source text: 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) 145,895,229 95.02 % 7,650,036 4.98 % 43,681 N/A — N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1481792/000148179223000032/0001481792-23-000032-index.htm - Shareholder Votes Quad/Graphics, Inc. shareholders approved The election of all nine directors to the Company’s Board of Directors for a one-year term to expire at the Company’s 2024 annual meeting of shareholders at the 2023-05-22 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-22 source text: 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, J. Joel Quadracci, Jay O. Rothman and John S. Shiely as directors for a one-year term to expire at the Company’s 2024 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 143,903,687 93.69 % 9,685,259 6.31 % — N/A Beth-Ann Eason 150,920,554 98.26 % 2,668,392 1.74 % — N/A Kathryn Quadracci Flores 144,090,297 93.82 % 9,498,649 6.18 % — N/A John C. Fowler 142,168,358 92.56 % 11,420,588 7.44 % — N/A Stephen M. Fuller 145,288,250 94.60 % 8,300,696 5.40 % — N/A Christopher B. Harned 144,125,131 93.84 % 9,463,815 6.16 % — N/A J. Joel Quadracci 144,557,961 94.12 % 9,030,985 5.88 % — N/A Jay O. Rothman 144,834,920 94.30 % 8,754,026 5.70 % — N/A John S. Shiely 141,405,676 92.07 % 12,183,270 7.93 % — N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1481792/000148179223000032/0001481792-23-000032-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.