Quad/Graphics, Inc. (QUAD) Earnings Call Transcript & Summary

Good morning. I'm Joel Quadracci, Chairman, President and Chief Executive Officer of Quad/Graphics, Inc. And on behalf of our company, I want to welcome you to the 2020 Annual Meeting of Shareholders. As you know, due to the public health impact of the coronavirus pandemic, including the restrictions and guidelines on public gatherings issued by the United States Centers for Disease Control and Prevention, as well as federal, state and local government authorities, and the priority we place on the health, well-being and safety of our shareholders, employees, our stakeholders and communities, we are providing webcast and telephone access to this annual meeting and have encouraged all of our shareholders to access this meeting via webcast or telephone. In light of this, the 2020 Annual Meeting of Shareholders will only cover the necessary business items, and there will be no shareholder presentation and no question-and-answer session. Please note that no one attending or listening to this meeting is permitted to use any audio recording device. This meeting is now formally called to order. Let me ask Jenny Kent, our Executive Vice President of Administration, General Counsel and Secretary, whether proper notice was given for this meeting and whether the quorum is present.

Thank you, Joel, and good morning. I have in my possession a list of shareholders of record entitled to vote in person or by proxy at this meeting and an affidavit of mailing certifying that the notice of Internet availability and/or the notice of meeting, proxy statement and 2019 annual report on Form 10-K were properly mailed to those shareholders. The shareholder list is available for inspection. With respect to the determination of a quorum, based on an attendance report provided by Russ Ryba of Foley & Lardner, our official inspector of elections, there are present at the meeting, in person or by proxy, approximately 88.75% of the total number of votes entitled to be cast as of the March 12, 2020, record date for this meeting. This constitutes a quorum under the bylaws of Quad/Graphics, Inc.

Thank you. Since a quorum is present, this meeting will proceed. The polls are now closed on all matters. The first item of business is the election of 9 directors to the Board of Directors. J. Joel Quadracci, Mark Angelson, Douglas Buth, John Fowler, Steve Fuller, Chris Harned, Kathryn Quadracci Flores, Jay Rothman and John Shiely have been nominated as directors to serve until the 2021 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The second item of business is to approve the Quad/Graphics, Inc. 2020 omnibus incentive plan. The third and final item of business is to approve, on an advisory basis, the compensation of the company's named executive officers as described in the company's 2020 proxy statement. Let me now ask Jenny for a report on the votes.

On the election of Joel Quadracci, Mark Angelson, Douglas Buth, John Fowler, Steve Fuller, Christopher Harned, Kathryn Quadracci Flores, Jay Rothman and John Shiely to serve as directors until the 2021 Annual Meeting of Shareholders and until their successors are duly elected and qualified, each of them received the plurality of the votes cast at this annual meeting. On the approval of the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan, over a majority of the votes cast were in favor. On the approval on advisory basis of the compensation of the company's named executive officers, as described in the company's 2020 proxy statement, the votes cast for approval exceeded the votes cast against it.

Thank you. The chair declares that, one, the proposed slate of directors has been properly elected; two, the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan has been properly approved; and three, the compensation of the company's named executive officers, as described in the company's 2020 proxy statement, has been properly approved on an advisory basis by the shareholders. That completes our official business agenda for today, so I will now close the business portion of the meeting and declare it adjourned. Thank you, once again, for attending the 2020 Annual Meeting of the Shareholders of Quad/Graphics, Inc. We appreciate your interest in Quad, and please stay safe, everyone.