| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On February 22, 2019, LSC Communications, Inc. (the “Company”) held a Special Meeting of Stockholders in connection with the merger between a wholly owned subsidiary of Quad/Graphics, Inc. (“Quad/Graphics”), QLC Merger Sub, Inc., and the Company (the “Merger”), as contemplated by the agreement and plan of merger, dated as of October 30, 2018, among Quad/Graphics, the Company and QLC Merger Sub, Inc. (the “Merger Agreement”). At the close of business on January 16, 2019, the record date for stockholders entitled to notice of, and to vote at, the Special Meeting, 33,315,949 shares of the Company’s common stock were issued and outstanding. The holders of 23,906,589 shares of the Company’s common stock were present at the Special Meeting, either in person or represented by proxy, and therefore a quorum was present.
The certified results of the matters voted upon at the Special Meeting, which are more fully described in the Company’s definitive proxy statement, filed with the United States Securities and Exchange Commission (the “SEC”) on January 22, 2019, are as follows:
1.Proposal 1: To adopt the Merger Agreement, as such agreement may be amended from time to time, by and among Quad/Graphics, Inc., QLC Merger Sub, Inc. and LSC Communications, Inc.:
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | NON-VOTES |
| 23,633,594 | | 213,338 | | 59,657 | | 0 |
2.Proposal 2: To approve, by anon-binding, advisory vote, certain compensation that may be paid or become payable to LSC Communications, Inc.’s named executive officers that is based on or otherwise relates to the Merger contemplated by the Merger Agreement:
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | NON-VOTES |
| 17,730,639 | | 6,101,985 | | 73,965 | | 0 |
3.Proposal 3: To adjourn the Special Meeting, if reasonably necessary to provide stockholders with any required supplement or amendment to the joint proxy statement/prospectus or to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve Proposal 1:
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | NON-VOTES |
| 22,040,272 | | 1,538,654 | | 327,663 | | 0 |
Results of the Special Meeting
On February 25, 2019, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein. The information in Item 7.01 of this report is furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
Postponement of 2019 Annual Meeting
The Board of Directors of the Company have decided to postpone the 2019 Annual Meeting of Stockholders pending the Company’s proposed Merger with Quad/Graphics. The Company does not currently expect to hold the 2019 Annual Meeting of Stockholders because the Company and Quad/Graphics expect to consummate the Merger inmid-2019. If the Merger is not consummated, a postponed 2019 Annual Meeting of Stockholders would be held (and the meeting date, record date and related dates for stockholder proposals announced) later in 2019.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
