Quad/Graphics, Inc. 8-K

What Happened

• Quad/Graphics, Inc. (QUAD) filed an 8-K on May 22, 2026 reporting the results of its May 20, 2026 annual meeting of shareholders. All nine director nominees were elected to one-year terms and shareholders approved the advisory vote on named executive officer compensation (say-on-pay).

Key Details

• Record date: March 18, 2026. Outstanding and eligible to vote: 37,588,767 Class A shares (37,588,767 votes) and 13,261,983 Class B shares (132,619,830 votes).
• Voter participation: approximately 90.0% of all votes were represented in person or by proxy.
• Directors elected (vote "For" and percentage): Douglas P. Buth — 140,352,377 (91.68%); Beth‑Ann Eason — 144,066,002 (94.10%); Kathryn Quadracci Flores — 144,066,632 (94.10%); John C. Fowler — 140,966,758 (92.08%); Stephen M. Fuller — 142,429,653 (93.03%); Christopher B. Harned — 144,244,189 (94.22%); Melanie A. Huet — 142,449,408 (93.05%); J. Joel Quadracci — 143,913,452 (94.00%); Jay O. Rothman — 145,034,560 (94.73%).
• Advisory (say-on-pay) vote: approved — 150,061,993 votes For (98.05%); 2,987,029 Against (1.95%); 46,372 Abstain.

Why It Matters

• The election results maintain continuity of Quad/Graphics’ current board and leadership oversight for the coming year, with all nine nominees returning to the board.
• Strong support (98.05%) for the advisory compensation vote signals broad shareholder approval of executive pay as presented, reducing near-term governance risk related to compensation.