UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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☐ | Preliminary Proxy Statement |
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☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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☒ | Definitive Proxy Statement |
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☐ | Definitive Additional Materials |
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☐ | Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 |
R. R. Donnelley & Sons Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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EXPLANATORY NOTE
This Amendment No. 1 to Schedule 14A (this “Amendment”) is being filed to amend definitive proxy statement (the “Proxy Statement”) of R. R. Donnelley & Sons Company filed with the Securities and Exchange Commission on April 10, 2020 for its 2020 Annual Meeting of Stockholders to be held on Thursday, May 14, 2020. This Amendment is being filed to correct errors in Appendix A: Reconciliation of Non-GAAP Financial Measures (the “Reconciliation”). The Reconciliation is amended and restated in full below. Except as specifically discussed in this Explanatory Note, this Amendment No. 1 does not otherwise modify or update any other disclosures presented in the Proxy Statement.
APPENDIX A: Reconciliation of Non-GAAP Financial Measures
Reconciliation of GAAP to Non-GAAP Income from Operations
For the Twelve Months Ended December 31, 2019
(UNAUDITED)
(in millions)
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| For the Twelve Months Ended December 31, 2019 | ||||
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GAAP basis measure |
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| $ | 98.6 |
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Non-GAAP adjustments: |
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Restructuring, impairment and other-net(1) |
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| 135.3 |
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Business dispositions(2) |
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| (1.2) |
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All other(3) |
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| 12.5 |
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Total Non-GAAP adjustments |
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| 146.6 |
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Non-GAAP measure for Annual Incentive Plan payout |
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| $ | 245.2 |
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(1) | Restructuring, impairment and other—net: charges incurred in the twelve months ended December 31, 2019 included non-cash charges of $98.5 million to recognize the impairment of goodwill in the logistics reporting unit; $22.3 million for employee termination costs; $16.6 million for lease termination and other restructuring charges and $2.9 million for multi-employer pension plan withdrawal obligations, partially offset by $5.0 million primarily consisting of net gains on the sale of restructured facilities. |
(2) | Business dispositions: HR Committee adjustments for RRD Brazil, disposed of in the first quarter of 2019, and the GDS business, disposed of in the fourth quarter of 2019. |
(3) | All other: primarily included expenses related to the ongoing SEC and DOJ investigations, an increase in reserves for an unfavorable state sales tax matter and expenses related to the ongoing bankruptcy liquidation of RRD Brazil, partially offset by gain on disposal of businesses during the twelve months ended December 31, 2019. |
Reconciliation of GAAP to Non-GAAP Net Sales
For the Twelve Months Ended December 31, 2019
(UNAUDITED)
(in millions)
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| For the Twelve Months Ended December 31, 2019 | ||||
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GAAP basis measure |
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| $ | 6,276.2 |
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Non-GAAP adjustments: |
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Business dispositions(1) |
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| 104.2 |
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Total Non-GAAP adjustments |
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| 104.2 |
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Non-GAAP measure for Annual Incentive Plan payout |
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| $ | 6,380.4 |
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(1) | HR Committee adjustments for net sales of RRD Brazil, disposed of in the first quarter of 2019 and the GDS business, disposed of in the fourth quarter of 2019. |