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QUAD/GRAPHICS, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 23, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 19, 2014, Quad/Graphics, Inc. (the "Company") held its 2014 annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted on the following proposals:

The election of all seven directors to the Company's Board of Directors for a one-year term to expire at the Company's 2015 annual meeting of shareholders; and An advisory vote to approve the compensation of the



Company's named

executive officers as disclosed in the proxy statement. As of the March 31, 2014, record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 34,483,653 shares of the Company's class A common stock were outstanding and eligible to vote with an aggregate of 34,483,653 votes, and 14,198,464 shares of the Company's class B common stock were outstanding and eligible to vote with an aggregate of 141,984,640 votes. Approximately 92.7% of all votes were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for shareholder consideration at the Annual Meeting:



Election of Directors

The shareholders elected William J. Abraham, Jr., Douglas P. Buth, Kathryn Quadracci Flores, Christopher B. Harned, J. Joel Quadracci, Thomas O. Ryder and John S. Shiely as directors for a one-year term to expire at the Company's 2015 annual meeting of shareholders. The results of the votes were as follows: For Withheld Broker Non-Votes Name Votes Percentage(1) Votes Percentage(1) Votes Percentage(2) William J. Abraham, Jr. 156,886,382 95.9 % 6,700,200 4.1 % - N/A Douglas P. Buth 161,358,345 98.6 % 2,228,237 1.4 % - N/A Kathryn Quadracci Flores 158,587,361 96.9 % 4,999,221 3.1 % - N/A Christopher B. Harned 158,579,339 96.9 % 5,007,243 3.1 % - N/A J. Joel Quadracci 159,313,741 97.4 % 4,272,841 2.6 % - N/A Thomas O. Ryder 163,012,496 99.6 % 574,086 0.4 % - N/A John S. Shiely 162,964,920 99.6 % 621,662 0.4 % - N/A



Advisory Vote to Approve Executive Compensation

The shareholders approved the compensation of the Company's named executive officers as disclosed in the proxy statement. The results of the advisory vote were as follows:

For Against Abstain Broker Non-Votes Votes Percentage(1) Votes Percentage(1) Votes Percentage(1) Votes Percentage(1) 162,262,989 99.2 % 1,208,086 0.7 % 115,505 0.1 % - - %



______________________________

(1) Based on a total of all shares actually voted in person or by proxy at the

Annual Meeting.



(2) "N/A" means that broker non-votes do not have any effect on the voting

results on this proposal. 2



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Source: Edgar Glimpses


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