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): May 14, 2020

 

R. R. DONNELLEY & SONS COMPANY

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

1-4694

36-1004130

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 


 

35 West Wacker Drive,

Chicago, Illinois 60601

(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code:  (312) 326-8000

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))

Securities registered pursuant to Section 12(b) of the Act: 

 

 

 

 

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

 

RRD

 

New York Stock Exchange

Preferred Stock Purchase Rights

 

 

 

New York Stock Exchange

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)

On May 14, 2020 R. R. Donnelley & Sons Company (the “Company” or “RRD”) held its 2019 Annual Meeting of Stockholders.

(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 Irene M. Esteves, Susan M. Gianinno, Daniel L. Knotts, Timothy R. McLevish, Jamie Moldafsky, P. Cody Phipps and John C. Pope.  The Inspector of Elections certified the following vote tabulations:

 

 

FOR

 

AGAINST

 

ABSTAIN

 

NON-VOTES

 

UNCAST

Irene M. Esteves

42,315,036

 

2,293,836

 

85,869

 

15,736,176

 

N/A

Susan M. Gianinno

40,187,996

 

4,426,583

 

80,162

 

15,736,176

 

N/A

Daniel L. Knotts

42,468,733

 

2,155,791

 

70,217

 

15,736,176

 

N/A

Timothy R. McLevish

42,464,018

 

2,150,333

 

80,390

 

15,736,176

 

N/A

Jamie Moldafsky

42,143,107

 

2,466,556

 

85,078

 

15,736,176

 

N/A

P. Cody Phipps

42,472,763

 

2,121,786

 

100,192

 

15,736,176

 

N/A

John C. Pope

39,557,339

 

5,065,987

 

71,415

 

15,736,176

 

N/A

 

 

(2)

The Stockholders voted to approve the advisory resolution on executive compensation.  The Inspector of Elections certified the following vote tabulation:

 

 

FOR

 

AGAINST

 

ABSTAIN

 

NON-VOTES

 

UNCAST

 

 

41,932,575

 

2,645,429

 

116,737

 

15,736,176

 

N/A

 

 

(3)

The Stockholders voted to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public account firm for fiscal year 2019.  The Inspector of Elections certified the following vote tabulation:

 

 

FOR

 

AGAINST

 

ABSTAIN

 

NON-VOTES

 

UNCAST

 

 

58,552,722

 

1,396,254

 

481,941

 

N/A

 

N/A

 

 

 


 

 


 

 

 

 

SIGNATURE

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.

 

 

 

 

 

 

 

 

 

 

 

 

R. R. DONNELLEY & SONS COMPANY

 

 

 

 

Date: May 15, 2020

 

 

 

By:

 

/s/ Deborah L. Steiner

 

 

 

 

Name:

 

Deborah L. Steiner

 

 

 

 

Title:

 

Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary