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Quad (NYSE: QUAD) investors re-elect full board and back 98% say-on-pay

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Quad/Graphics, Inc. reported the results of its 2026 annual meeting of shareholders. Shareholders elected all nine director nominees, each receiving between about 92% and 95% of votes cast, confirming the existing board slate for a one-year term ending at the 2027 annual meeting.

As of the March 18, 2026 record date, 37,588,767 class A shares and 13,261,983 class B shares were outstanding, with class B carrying 132,619,830 aggregate votes. Approximately 90.0% of all votes were represented in person or by proxy, indicating strong shareholder participation.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 150,061,993 votes for and 2,987,029 against, representing 98.05% support of votes counted on this proposal.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Class A shares outstanding 37,588,767 shares Entitled to vote as of March 18, 2026
Class B shares outstanding 13,261,983 shares Entitled to vote as of March 18, 2026
Class B aggregate votes 132,619,830 votes Voting power as of March 18, 2026
Meeting participation 90.0% of all votes Votes represented in person or by proxy
Say-on-pay votes for 150,061,993 votes Advisory approval of executive compensation
Say-on-pay support rate 98.05% Percentage of votes counted on compensation proposal
Highest director support 145,034,560 votes Votes for director Jay O. Rothman (94.73%)
broker non-votes financial
"For | Withheld | Broker Non-Votes Name | Votes | Percentage (1) | Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"An advisory vote to approve the compensation of the Company’s named executive officers."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
named executive officers financial
"An advisory vote to approve the compensation of the Company’s named executive officers."
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
record date financial
"As of the March 18, 2026 record date for the determination of the shareholders entitled"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
emerging growth company financial
"Emerging growth company Item 5.07. Submission of Matters to a Vote of Security Holders."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0001481792false00014817922026-05-202026-05-20

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): May 20, 2026
Updated Quad Logo 2023.jpg
Quad/Graphics, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin001-3480639-1152983
(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:
☐            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 12(b) of the Act:
Title of each classTrading Symbol(s)
Name of each exchange
on which registered
Class A Common Stock, par value $0.025 per share QUADThe 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. ☐



Item 5.07.    Submission of Matters to a Vote of Security Holders.

On May 20, 2026, the Company held its 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals:

•The election of all nine director nominees to the Company’s Board of Directors for a one-year term to expire at the Company’s 2027 annual meeting of shareholders; and
•An advisory vote to approve the compensation of the Company’s named executive officers.

As of the March 18, 2026 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 37,588,767 shares of the Company’s class A common stock were outstanding and eligible to vote with an aggregate 37,588,767 votes; and 13,261,983 shares of the Company’s class B common stock were outstanding and eligible to vote with an aggregate of 132,619,830 votes. Approximately 90.0% of all votes were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for shareholder consideration at the Annual Meeting:

Election of Directors

The shareholders elected Douglas P. Buth, Beth-Ann Eason, Dr. Kathryn Quadracci Flores, John C. Fowler, Stephen M. Fuller, Christopher B. Harned, Melanie A. Huet, J. Joel Quadracci and Jay O. Rothman as directors for a one-year term to expire at the Company’s 2027 annual meeting of shareholders. The results of the vote were as follows:

ForWithheldBroker Non-Votes
NameVotes
Percentage(1)
VotesPercentageVotes
Percentage(2)
Douglas P. Buth140,352,377 91.68 %12,743,017 8.32 %— N/A
Beth-Ann Eason144,066,002 94.10 %9,029,392 5.90 %— N/A
Kathryn Quadracci Flores144,066,632 94.10 %9,028,762 5.90 %— N/A
John C. Fowler140,966,758 92.08 %12,128,636 7.92 %— N/A
Stephen M. Fuller142,429,653 93.03 %10,665,741 6.97 %— N/A
Christopher B. Harned144,244,189 94.22 %8,851,205 5.78 %— N/A
Melanie A. Huet142,449,408 93.05 %10,645,986 6.95 %— N/A
J. Joel Quadracci143,913,452 94.00 %9,181,942 6.00 %— N/A
Jay O. Rothman145,034,560 94.73 %8,060,834 5.27 %— N/A

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The shareholders approved the compensation of the Company’s named executive officers. The results of the advisory vote were as follows:

ForAgainstAbstainBroker Non-Votes
Votes
Percentage(1)
VotesPercentageVotes
Percentage(2)
Votes
Percentage(2)
150,061,993 98.05 %2,987,029 1.95 %46,372 N/A— N/A
_______________
(1)Based on a total of all votes received and eligible to be counted as voted on this proposal at the Annual Meeting.
(2)“N/A” means that abstentions and/or broker non-votes do not have any effect on the voting results on this proposal.


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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:May 22, 2026
QUAD/GRAPHICS, INC.
By:/s/ Dana B. Gruen
Dana B. Gruen
General Counsel, Corporate Secretary and Chief Risk & Compliance Officer


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