UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 05/18/2017

 

 

LSC COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-37729

 

DE   36-4829580

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

191 N. Wacker Drive, Suite 1400, Chicago IL 60606

(Address of principal executive offices, including zip code)

(773) 272-9200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


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

(a) The Company held its Annual Meeting of Stockholders on May 18, 2017.

(b) The following matters were voted upon at the Annual Meeting of Stockholders.

1. The election of the nominees for Directors was voted on by the Stockholders. The nominees, all of whom were elected, were Thomas J. Quinlan III, M. Shân Atkins and Margaret A. Breya. The Inspectors of Election certified the following vote tabulations:

 

     FOR    AGAINST    ABSTAIN    NON-VOTES    UNCAST
Thomas J. Quinlan III    25,953,300    1,251,473    41,761    3,944,788    N/A
M. Shân Atkins    26,767,505    434,891    44,139    3,944,788    N/A
Margaret A. Breya    27,007,692    194,837    44,005    3,944,788    N/A

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

  

UNCAST

17,883,363    9,045,627    317,544    3,944,788    N/A

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

  

EVERY TWO YEARS

  

EVERY THREE YEARS

  

ABSTAIN

  

NON-VOTES

  

UNCAST

23,433,165    124,295    3,628,649    60,426    3,944,788    N/A

4. The Stockholders voted to approve the Amended and Restated 2016 Performance Incentive Plan. The Inspectors of Election certified the following vote tabulation:

 

FOR

  

AGAINST

  

ABSTAIN

  

NON-VOTES

  

UNCAST

25,932,548    978,455    335,531    3,944,788    N/A

5. 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 2017. The Inspectors of Election certified the following vote tabulation:

 

FOR

  

AGAINST

  

ABSTAIN

  

NON-VOTES

  

UNCAST

30,970,140    129,959    91,223    N/A    N/A


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    LSC COMMUNICATIONS, INC.
Date: May 19, 2017     By:   /s/ Suzanne S. Bettman
      Suzanne S. Bettman
      Chief Administrative Officer & General Counsel