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): December 23, 2011
Quad/Graphics, Inc.
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-34806 | 39-1152983 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
N61 W23044 Harry's Way, Sussex, Wisconsin 53089-3995
(Address of principal executive offices, including zip code)
(414) 566-6000
(Registrant’s telephone number)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) As reported earlier, Brian Freschi, the Company's previous President of Retail Inserts, Directories, Books & Canada, is no longer employed by the Company. The Company entered into a Severance Agreement and General Release dated December 23, 2011 with Mr. Freschi. Under the agreement, Mr. Freschi will be paid a lump sum of $300,000 and 24 monthly installments of $50,000. In return, Mr. Freschi agrees to not compete with the Company for a period of twenty four months and to comply with standard confidentiality, non disparagement, and non solicitation obligations.
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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.
| Date: | December 27, 2011 | ||
| QUAD/GRAPHICS, INC. | |||
| By: | /s/ Andrew R. Schiesl | ||
| Andrew R. Schiesl | |||
| Vice President, General Counsel & Secretary | |||
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