SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2021
R. R. DONNELLEY & SONS COMPANY
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
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
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. ☐
Submission of Matters to a Vote of Security Holders.
On May 20, 2021 R. R. Donnelley & Sons Company (the “Company” or “RRD”) held its 2020 Annual Meeting of Stockholders.
The following matters were voted upon at the Annual Meeting of Stockholders.
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, John C. Pope and James Ray, Jr. The Inspector of Elections certified the following vote tabulations:
Irene M. Esteves
Susan M. Gianinno
Daniel L. Knotts
Timothy R. McLevish
P. Cody Phipps
John C. Pope
James Ray, Jr.
The Stockholders voted to approve the advisory resolution on executive compensation. The Inspector of Elections certified the following vote tabulation:
The Stockholders voted to approve the Second Amended & Restated 2017 Performance Incentive Plan. The Inspector of Elections certified the following vote tabulation:
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 2021. The Inspector of Elections certified the following vote tabulation:
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 24, 2021||By:|
/s/ Deborah L. Steiner
|Name:||Deborah L. Steiner|
|Title:||Executive Vice President, Chief Administrative Officer,|
General Counsel and Corporate Secretary