quad-20230411

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12


Quad/Graphics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

ý No fee required

¨ Fee paid previously with preliminary materials

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

QUAD/GRAPHICS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Time and Date:

Monday, May 22, 2023 at 10:00 a.m. Central Time

Place:

Quad/Graphics, Inc., N61 W23044 Harry’s Way, Sussex, Wisconsin 53089. However, we will provide webcast and telephone access to our 2023 Annual Meeting of Shareholders.

We strongly encourage our shareholders to access the Annual Meeting via webcast or telephone, rather than attending the meeting in person.

The 2023 Annual Meeting will only cover the necessary business items, and there will be no shareholder presentation and no question and answer session.

Matters to be Voted On:

1.To elect all nine director nominees to serve for a one-year term and until their successors are duly elected and qualified;

2.To approve an amendment to the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan;

3.To conduct an advisory vote to approve the compensation of our named executive officers as disclosed in the accompanying proxy statement;

4.To conduct an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers; and

5.To consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Who Can Vote:

Holders of Quad/Graphics, Inc. class A and class B common stock at the close of business on March 16, 2023.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials (i.e., proxy statement, 2022 annual report to shareholders and proxy card) over the internet. On or about April 12, 2023, we will commence mailing to the holders of our class A common stock entitled to vote at the Annual Meeting a Notice of Internet Availability of Proxy Materials (the “Notice”). We believe this process will expedite the receipt of proxy materials by our shareholders, ensure that proxy materials remain easily accessible to our shareholders, lower costs and reduce the environmental impact of our Annual Meeting.

The Notice contains clear instructions on how holders of our class A common stock can access our proxy materials and how such holders can vote at our 2023 Annual Meeting of Shareholders. In addition, the Notice contains instructions on how to obtain printed proxy materials.

Holders of our class B common stock will continue to receive hard copies of our proxy materials, and we will commence mailing on or about April 12, 2023.

Your vote is very important to us, regardless of how many shares you own. Please complete, date and sign the proxy card and submit the proxy card via the internet, by telephone, or by mail in accordance with the instructions provided on the proxy card. Please note that shareholders will not be able to vote or revoke a proxy through the live webcast or telephone access, nor participate actively. Therefore, to ensure that every vote is counted at the 2023 Annual Meeting, we encourage you to vote as instructed in the Notice and/or proxy card, via the internet, by telephone or by mailing back the proxy card received from us or from your broker, bank or other provider.

By Order of the Board of Directors

Dana. B Gruen

General Counsel and Corporate Secretary

April 12, 2023

Important notice regarding the availability of proxy materials for the shareholders’ meeting to be held on May 22, 2023: The proxy statement and 2022 Annual Report to Shareholders are available at: http://quad.com/investor-relations.

TABLE OF CONTENTS


			Page No.

SUMMARY OF PROXY STATEMENT			1
PROXY STATEMENT			6
ELECTION OF DIRECTORS			8
APPROVAL OF AN AMENDMENT TO THE QUAD/GRAPHICS, INC. 2020 OMNIBUS INCENTIVE PLAN			12
CORPORATE GOVERNANCE			24
AUDIT COMMITTEE REPORT			30
STOCK OWNERSHIP OF MANAGEMENT AND OTHERS			31

COMPENSATION OF EXECUTIVE OFFICERS			34
202 2 SUMMARY COMPENSATION TABLE			47
GRANTS OF PLAN BASED AWARDS IN 20 2 2			49
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20 2 2			50
OPTION EXERCISES AND STOCK VESTED IN 202 2			51
202 2 PENSION BENEFITS			51
202 2 NONQUALIFIED DEFERRED COMPENSATION			52
COMPENSATION COMMITTEE REPORT			56

PAY VERSUS PERFORMANCE			57
DIRECTOR COMPENSATION			60
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			61
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTE S ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			62
MISCELLANEOUS			63
APPENDIX A - QUAD/GRAPHICS, INC. 2020 OMNIBUS INCENTIVE PLA N , AS PROPOSED TO BE AMENDE D MAY 22 , 2023			67


Date and Time:			May 22, 2023 at 10:00 a.m. Central Time

Place:			N61 W23044 Harry’s Way
			Sussex, Wisconsin 53089


Proposal	The Board’s Voting Recommendations	Voting Standard to Approve Proposal (assuming a quorum is present)	Treatment of Abstentions and Broker Non-Votes
1. Election of Directors	“FOR” each nominee	Plurality of Votes Cast	Not counted as votes cast and therefore have no effect
2. Approval of an Amendment to the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan	“FOR”	Majority of Votes Cast	Not counted as votes cast and therefore have no effect
3. Advisory Vote on the Compensation of our Named Executive Officers	“FOR”	Majority of Votes Cast	Not counted as votes cast and therefore have no effect
4. Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers	“ONCE EVERY THREE YEARS”	Plurality of Votes Cast	Not counted as votes cast and therefore have no effect


Director Nominee	Age	Director Since	Independent
J. Joel Quadracci	54	2003
Kathryn Quadracci Flores	55	2013
Douglas P. Buth	68	2005	X
Beth-Ann Eason	56	2023	X
John C. Fowler	72	2016
Stephen M. Fuller	62	2016	X
Christopher B. Harned	60	2005
Jay O. Rothman	63	2017	X
John S. Shiely	70	1996	X


Name and position						Restricted Shares
J. Joel Quadracci Chairman, President and Chief Executive Officer						375,610
Anthony C. Staniak Chief Financial Officer						67,074
David J. Honan Executive Vice President and Chief Operating Officer						156,505
Eric N. Ashworth Executive Vice President of Product and Market Strategy, and President of Quad Agency Solutions						53,659
All executive officers as a group (12 persons)						911,961


Plan Category	Number of Securities to be Issued Upon the Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (2)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
Equity compensation plans approved by security holders (1)	4,480,432	$	—	1,173,520
Equity compensation plans not approved by security holders	—	—		—
Total	4,480,432	$	—	1,173,520


	Shares Beneficially Owned
	Class A Common Stock			Class B Common Stock(1)
Name of Beneficial Owners	Shares	%		Shares	%
Directors and Executive Officers
J. Joel Quadracci(2)	1,969,644	5.11	%	358,789	2.65	%
Anthony C. Staniak	168,890	*		—	—	%
David J. Honan(3)	555,988	1.44	%	8,608	*
Eric N. Ashworth	240,718	*		—	—	%
Jennifer J. Kent(4)	112,357	*		—	—	%
Mark A. Angelson(5)	123,246	*		—	—	%
Douglas P. Buth(6)	158,406	*		—	—	%
Beth-Ann Eason(7)	8,460	*		—	—	%
Kathryn Quadracci Flores, M.D.(8)	123,792	*		23,523	*
John C. Fowler(9)	147,674	*		21,416	*
Stephen M. Fuller(10)	104,957	*		—	—	%
Christopher B. Harned(11)	457,290	1.19	%	234,012	1.73	%
Jay O. Rothman(12)	98,306	*		—	—	%
John S. Shiely(13)	218,879	*		—	—	%
All current directors, nominees and executive officers as a group (21 persons)(14)	5,279,437	13.47	%	646,348	4.77	%

Other Holders
Quad Voting Trust(15)	10,046	*		12,574,255	92.75	%
Quad ESOP(16)	3,160,984	8.20	%	—	—	%

BlackRock, Inc.(17)	2,042,192	5.30	%	—	—	%
Dimensional Fund Advisors LP(18)	2,028,020	5.26	%	—	—	%
William H. Miller III Living Trust (19)	2,311,000	6.00	%	—	—	%


• ACCO Brands Corporation	• Graphic Packaging Holding Company	• Pitney Bowes Inc.
• Brady Corporation	• John Wiley & Sons, Inc.	• R. R. Donnelley & Sons Company
• Cimpress N.V.	• Matthews International Corporation	• Sealed Air Corporation
• Clear Channel Outdoor	• Maximus Inc.	• Sonoco Products Company
• Conduet Inc.	• MDC Partners Inc.	• The NY Times Company
• Deluxe Corporation	• Meredith Corporation	• Thryv Holdings Inc.
• Gannett Co., Inc.	• Nielsen Holdings Inc.


Name	Total Target Long-Term Incentive Compensation Value	Target Value of Cash-Based Award (67% of Total)	Target Grant Date Fair Value of RSU/RS Award (33% of Total)
J. Joel Quadracci	$4,200,000	$2,814,000	$1,386,000
Anthony C. Staniak	$500,000	$335,000	$165,000
David J. Honan	$1,750,000	$1,172,500	$577,500
Eric N. Ashworth	$600,000	$402,000	$198,000
Jennifer J. Kent	$1,000,000	$670,000	$330,000


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation(2) ($)	All Other Compensation(3) ($)	Total ($)
J. Joel Quadracci Chairman, President and Chief Executive Officer	2022	1,050,600	—	1,482,356	—	5,716,110	427,763	8,676,829
	2021	1,020,000	—	987,665	—	6,749,250	646,489	9,403,404

Anthony C. Staniak Chief Financial Officer	2022	500,000	—	176,472	—	603,549	28,732	1,308,753

David J. Honan Executive Vice President and Chief Operating Officer	2022	725,000	—	617,648	—	1,834,298	29,854	3,206,800
	2021	624,000	—	235,159	—	1,936,330	34,304	2,829,793

Eric N. Ashworth Executive Vice President of Product and Market Strategy and President of Quad Agency Solutions	2022	585,000	—	211,768	—	1,091,010	50,724	1,938,502
	2021	572,000	—	141,095	—	1,392,990	92,896	2,198,981

Jennifer J. Kent(4) Former Executive Vice President and Chief People & Legal Officer	2022	600,000	—	352,944	—	1,003,661	18,625	1,975,230
	2021	520,000	—	199,885	—	1,633,713	24,737	2,378,335


Name	2022 Annual Incentive Plan ($)	2022 Long-Term Incentive Cash Payment (2022 Total Revenue) ($)	2021 Long-Term Incentive Cash Payment (2022 Total Revenue) ($)	2020 Long-Term Incentive Cash Payment (2022 Total Revenue) ($)	2020 Long-Term Incentive Cash Payment (Leverage Ratio) ($)
J. Joel Quadracci	945,540	1,069,320	1,197,000	1,795,500	708,750
Anthony C. Staniak	300,000	127,299	57,000	85,500	33,750
David J. Honan	507,500	445,548	285,000	427,500	168,750
Eric N. Ashworth	409,500	152,760	171,000	256,500	101,250
Jennifer J. Kent	—	254,598	242,250	363,375	143,438


Name	Grant Date	Date of Committee Action	Estimated Future Payouts Under Non-Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units(1) (#)	Grant Date Fair Value of Stock and Option Awards ($)
			Threshold ($)		Target ($)		Maximum ($)
J. Joel Quadracci	1/1/22	12/10/21	—		—		—		370,589	1,482,356
	—	—	651,372	(2)	1,260,720	(2)	2,195,754	(2)	—	—
			—		2,814,000	(3)	7,035,000	(3)	—	—

Anthony C. Staniak	1/1/22	12/10/21	—		—		—		44,118	176,472
	—	—	250,000	(2)	350,000	(2)	575,000	(2)	—	—
			—		335,000	(3)	837,500	(3)	—	—

SEC Form DEF 14A filed by Quad Graphics Inc