DEF 14A: Quad/Graphics, Inc. Announces Details for 2024 Annual Shareholder Meeting

Quad/Graphics, Inc. will hold its annual shareholder meeting virtually on May 22, 2024, to elect directors and consider other business matters.

Summary

• Quad/Graphics, Inc. is holding its Annual Meeting of Shareholders on May 22, 2024, at 9:00 a.m. Central Time, accessible online.
• Shareholders of record as of March 21, 2024, are eligible to vote on the election of ten director nominees and other business matters.
• The company is taking advantage of SEC rules to furnish proxy materials over the internet, commencing on or about April 12, 2024.
• Holders of Class A common stock will receive a Notice of Internet Availability of Proxy Materials, while Class B common stock holders will receive hard copies.
• The Board of Directors recommends voting FOR all ten director nominees.
• Six out of ten current directors are independent.
• The company prohibits hedging of its stock by the Board and executive officers.
• The company maintains stock ownership guidelines for its directors and executive officers.
• The company is committed to proactively addressing environmental, social and governance matters.
• The compensation committee approved an annual cash incentive program for 2023 that used two primary financial measures (Adjusted EBITDA and free cash flow).
• The compensation committee approved a performance-based component to our NEOs long-term incentive compensation program for 2023, granting long-term incentive awards in the form of 67% performance-based cash and 33% restricted stock or restricted stock units.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The positive aspects of corporate governance and compensation practices contribute to a slightly positive sentiment.

Positives

• The company is dedicated to high standards of corporate governance.
• The company maintains a fully independent Audit Committee.
• The Board meets regularly in executive sessions without management present.
• The Board and executive officers are prohibited from hedging company stock.
• The Board and executive officers are subject to stock ownership guidelines.
• The company holds annual board and committee evaluations.
• The company requires approval of certain related party transactions.
• The company is committed to proactively addressing environmental, social and governance matters.
• The company has added five new directors since 2016, four of whom are independent.

Future Outlook

The compensation committee intends to continue to award long-term incentive compensation awards to executives on an annual basis in the future, although more frequent awards may be made at the discretion of the compensation committee on other occasions, such as in the case of promotions or newly hired executives.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including director independence, committee structures, and executive compensation policies.

Comparison to Industry Standards

• The compensation committee generally referred to compensation data from the comparable companies for purposes of setting target compensation for 2023 for our NEOs.
• The comparator group consisted of the following 20 companies (the comparable companies): ACCO Brands Corporation, Graphic Packaging Holding Company, Pitney Bowes Inc., Brady Corporation, John Wiley & Sons, Inc., R. R. Donnelley & Sons Company, Cimpress N.V., Matthews International Corporation, Sealed Air Corporation, Clear Channel Outdoor, Maximus Inc., Sonoco Products Company, Conduent Inc., MDC Partners Inc., The NY Times Company, Deluxe Corporation, Meredith Corporation, Thryv Holdings Inc., Gannett Co., Inc., Nielsen Holdings Inc.

Related Party Transactions

• Kathryn Quadracci Flores, a director of the Company, is Chief Executive Officer of QuadMed, LLC, a subsidiary of the Company.
• In this role, Dr. Flores received compensation for 2023 of $720,396, consisting of base salary, bonus and the grant date fair value of equity awards granted to her in 2023.

Stakeholder Impact

• Shareholders are asked to vote on the election of directors and other business matters.
• The document provides information about executive compensation and corporate governance practices, which are of interest to shareholders and other stakeholders.

Next Steps

• Shareholders should review the proxy materials and vote on the proposals.
• The company will hold the Annual Meeting of Shareholders on May 22, 2024.

Key Dates

Keywords

proxy statement, annual meeting, directors, corporate governance, executive compensation, shareholders, voting, Quad/Graphics