SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2021
R. R. DONNELLEY & SONS COMPANY
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
35 West Wacker Drive,
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (312) 326-8000
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
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
|Common Stock, par value $0.01 per share||RRD||New York Stock Exchange LLC|
|Preferred Stock Purchase Rights||New York Stock Exchange LLC|
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. ☐
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 28, 2021, the Board of Directors (the “Board”) of R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”), accepted the resignation of P. Cody Phipps as a director of the Company, effective immediately. Mr. Phipps advised the Company that he was resigning due to a change in employment and not as a result of a disagreement with the Company. Effective July 28, 2021, the Board reduced the number of directors constituting the Board to seven.
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: July 30, 2021||By:|
/s/ Deborah L. Steiner
|Name:||Deborah L. Steiner|
|Title:||Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary|