---
schema_version: "secwatch.filing_event.v1"
accession: "0001481792-25-000030"
form_type: "8-K"
ticker: "QUAD"
cik: "0001481792"
company_name: "Quad/Graphics, Inc."
filed_at: "2025-05-23T23:59:59+00:00"
generated_at: "2026-05-20T13:56:15.718905+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Quad/Graphics reduces board to 9; shareholders elect all directors, approve incentive plan amendment

## Summary
- Board size decreased from 10 to 9 effective immediately before the May 21, 2025 annual meeting.
- Shareholders elected all nine director nominees with supporting votes ranging from 91.70% to 94.37%.
- Amendment to the 2020 Omnibus Incentive Plan approved with 92.97% of votes in favor.
- Approximately 90.13% of all eligible votes were represented at the annual meeting.

## SEC filing metadata
- accession: 0001481792-25-000030
- form_type: 8-K
- ticker: QUAD
- cik: 0001481792
- company_name: Quad/Graphics, Inc.
- filed_at: 2025-05-23T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1481792/000148179225000030/0001481792-25-000030-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1481792/000148179225000030/quad-20250521.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001481792-25-000030
- JSON: https://secwatch.observer/filing/0001481792-25-000030.json
- Plain text: https://secwatch.observer/filing/0001481792-25-000030.txt

## Key facts
- Governance Changes
  Quad/Graphics, Inc.: Decreased Board size from ten to nine directors effective immediately before the 2025 Annual Meeting (effective 2025-05-21).
  - Change: bylaw amendment
  - Effective: 2025-05-21
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481792/000148179225000030/0001481792-25-000030-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.