Item 5.07. Submission of Matters to a Vote of Security Holders.
On
•The election of all nine directors to the Company's Board of Directors for a one-year term to expire at the Company's 2021 annual meeting of shareholders; •To approve theQuad/Graphics, Inc. 2020 Omnibus Incentive Plan (the "2020 Omnibus Plan"); and •To approve, on an advisory basis, the compensation of the Company's named executive officers as described in the Company's 2020 proxy statement. As of theMarch 12, 2020 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 40,227,708 shares of the Company's class A common stock were outstanding and eligible to vote with an aggregate of 40,227,708 votes; and 13,556,858 shares of the Company's class B common stock were outstanding and eligible to vote with an aggregate of 135,568,580 votes. Approximately 88.75% 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 electedMark A. Angelson ,Douglas P. Buth ,John C. Fowler ,Stephen M. Fuller ,Christopher B. Harned ,J. Joel Quadracci ,Kathryn Quadracci Flores ,Jay O. Rothman andJohn S. Shiely as directors for a one-year term to expire at the Company's 2021 annual meeting of shareholders. The results of the vote were as follows: For Withheld Broker Non-Votes Name Votes Percentage(1) Votes Percentage Votes Percentage(2) Mark A. Angelson 154,805,440 99.22 % 1,220,387 0.78 % - N/A Douglas P. Buth 153,267,249 98.23 % 2,758,578 1.77 % - N/A John C. Fowler 144,542,809 92.64 % 11,483,018 7.36 % - N/A Stephen M. Fuller 154,573,005 99.07 % 1,452,822 0.93 % - N/A Christopher B. Harned 149,422,714 95.77 % 6,603,113 4.23 % - N/A J. Joel Quadracci 151,480,584 97.09 % 4,545,243 2.91 % - N/A Kathryn Quadracci Flores 149,645,073 95.91 % 6,380,754 4.09 % - N/A Jay O. Rothman 149,453,772 95.79 % 6,572,055 4.21 % - N/A John S. Shiely 152,586,552 97.80 % 3,439,275 2.20 % - N/A 2020 Omnibus Plan The shareholders approved the 2020 Omnibus Plan. The results of the vote were as follows: For Against Abstain Broker Non-Votes Votes Percentage(1) Votes Percentage(1) Votes Percentage(1) Votes Percentage(2) 148,595,821 95.24 % 6,934,011 4.44 % 495,995 0.32 % - N/A
Advisory Vote on Executive Compensation
The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers as described in the Company's 2020 proxy statement. The results of the vote were as follows:
For Against Abstain Broker Non-Votes Votes Percentage(1) Votes Percentage(1) Votes Percentage(2) Votes Percentage(2) 151,162,765 97.21 % 4,345,179 2.79 % 517,883 N/A - N/A _______________ (1)Based on a total of all votes received and eligible to be counted as voted on this proposal at the Annual Meeting. (2)"N/A" means that abstentions and/or broker non-votes do not have any effect on the voting results on this proposal. 2
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