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Item 9A. Controls and Procedures

2021-02-24 compared with 2020-02-19 · 51 added, 55 removed, 143 unchanged (43% of the section changed)

8 unchanged sentences

The Company’s management, including the Company’s Chairman, President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As allowed by SEC guidance, management excluded from its assessment the internal control over financial reporting at Periscope, which was acquired on January 3, 2019.

The financial statements that were excluded from the assessment constitute approximately 3% of consolidated total current assets, approximately 1% of consolidated net sales and approximately 1% of consolidated cost of sales as of and for the year ended December 31, 2019.

Based on this assessment, the Company’s management has concluded that, as of December 31, 2020, the Company’s internal control over financial reporting was effective based on that framework.

15 unchanged sentences

Executive Compensation

The information required by this Item is included under the captions “Compensation of Executive Officers,” “Director Compensation,” “Compensation Committee Report,” “Corporate Governance—Board Committees—Compensation Committee Interlocks and Insider Participation,” “Miscellaneous—Assessment of Compensation-Related Risk,” and “CEO Pay Ratio” in the Proxy Statement and is hereby incorporated herein by reference.

The information required by this Item is included under the captions “Compensation of Executive Officers,” “2020 Summary Compensation Table,” “Grants of Plan Based Awards in 2020,” “Outstanding Equity Awards at December 31, 2020,” “Option Exercises and Stock Vested in 2020,” “2020 Pension Benefits,” “2020 Nonqualified Deffered Compensation,” “Director Compensation,” “Compensation Committee Report,” “Corporate Governance—Board Committees—Compensation Committee Interlocks and Insider Participation,” and “Miscellaneous—Assessment of Compensation-Related Risk,” in the Proxy Statement and is hereby incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

4 unchanged sentences

All equity compensation plans are described more fully in Note 18, “Equity Incentive Programs,” to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

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)

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)

4,227,125 $ 27.49 3,580,483

Equity compensation plans not approved by security holders — — —

Total 4,227,125 $ 27.49 3,580,483

______________________________

Consists of the Company’s 2010 Omnibus Incentive Plan.

Awards under the Omnibus Plan may consist of incentive awards, stock options, stock appreciation rights, performance shares, performance share units, shares of class A stock, restricted stock, restricted stock units, deferred stock units or other stock-based awards as determined by the Company’s Board of Directors.

(1) Consists of the Company’s 2010 Omnibus Incentive Plan and 2020 Omnibus Incentive Plan.

Awards under the Omnibus Plans (no new awards can be made under the 2010 plan) may consist of incentive awards, stock options, stock appreciation rights, performance shares, performance share units, shares of class A stock, restricted stock, restricted stock units, deferred stock units or other stock-based awards as determined by the Company’s Board of Directors.

(2) The weighted average exercise price of outstanding options, warrants and rights only includes stock options.

10 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations for each of the three years in the period ended December 31, 2019

Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2019

Consolidated Statements of Operations for each of the two years in the period ended December 31, 2020

Consolidated Statements of Comprehensive Loss for each of the two years in the period ended December 31, 2020

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2019

Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, 2019

Consolidated Statements of Cash Flows for each of the two years in the period ended December 31, 2020

Consolidated Statements of Shareholders’ Equity for each of the two years in the period ended December 31, 2020

Notes to Consolidated Financial Statements

1 unchanged sentence

The exhibits listed in the exhibit index below are filed as part of this Annual Report on Form 10-K.

Exhibit Number

Exhibit Description

Exhibit Number Exhibit Description

Amended and Restated Articles of Incorporation of Quad/Graphics, Inc., as amended through May 23, 2019 (incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K, dated May 20, 2019, and filed on May 24, 2019.

15 unchanged sentences

Amendment No.

3, dated as of January 31, 2019, to Second Amended and Restated Credit Agreement, dated as of April 28, 2014, by and among Quad/Graphics, Inc., as the Borrower, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8‑K dated January 31, 2019 and filed on February 1, 2019).

4 , dated as of J une 29, 2020 , to Second Amended and Restated Credit Agreement, dated as of April 28, 2014, by and among Quad/Graphics, Inc., as the Borrower, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8‑K dated J une 29, 2020 and filed on July 6, 2020 ) .

Indenture, dated as of April 28, 2014, among Quad/Graphics, Inc., the subsidiary guarantors of Quad/Graphics, Inc.

2 unchanged sentences

Quad/Graphics, Inc.’s Description of Securities.

Exhibit Number

Exhibit Description

Certain other instruments, which would otherwise be required to be listed above, have not been so listed as such instruments do not authorize long-term debt securities in an amount that exceeds 10% of the total assets of Quad/Graphics, Inc.

2 unchanged sentences

agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.

Exhibit Number Exhibit Description

Amended and Restated Voting Trust Agreement, dated as of June 25, 2010, by Betty E.

27 unchanged sentences

2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10‑Q for the quarter ended March 31, 2012 and filed on May 10, 2012).

Prior Form of Restricted Stock Award Agreement under the Quad/Graphics, Inc.

2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8‑K dated December 16, 2010 and filed on December 17, 2010).

Exhibit Number

Exhibit Description

Prior Form of Restricted Stock Unit Award Agreement under the Quad/Graphics, Inc.

2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10‑Q for the quarter ended March 31, 2012 and filed on May 10, 2012).

Form of Deferred Stock Unit Award Agreement under the Quad/Graphics, Inc.

2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8‑K dated December 16, 2010 and filed on December 17, 2010).

Prior Form of Performance Share Award Agreement under the Quad/Graphics, Inc.

2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8‑K dated December 13, 2012 and filed on December 19, 2012).

Prior Form of Performance Unit Award Agreement under the Quad/Graphics, Inc.

2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8‑K dated December 13, 2012 and filed on December 19, 2012).

Current Form of Restricted Stock Award Agreement under the Quad/Graphics, Inc.

Form of Restricted Stock Award Agreement under the Quad/Graphics, Inc.

2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10‑Q for the quarter ended March 31, 2014 and filed on May 7, 2014).

Current Form of Restricted Stock Unit Award Agreement under the Quad/Graphics, Inc.

Exhibit Number Exhibit Description

Form of Restricted Stock Unit Award Agreement under the Quad/Graphics, Inc.

2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10‑Q for the quarter ended March 31, 2014 and filed on May 7, 2014).

Current Form of Performance Share Award Agreement under the Quad/Graphics, Inc.

Form of Performance Share Award Agreement under the Quad/Graphics, Inc.

2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10‑Q for the quarter ended June 30, 2014 and filed on August 7, 2014).

Current Form of Performance Unit Award Agreement under the Quad/Graphics, Inc.

Form of Performance Unit Award Agreement under the Quad/Graphics, Inc.

2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10‑Q for the quarter ended June 30, 2014 and filed on August 7, 2014).

Current Form of Restricted Stock Unit Award Agreement, with full retirement vesting, under the Quad/Graphics, Inc.

Form of Restricted Stock Unit Award Agreement, with full retirement vesting, under the Quad/Graphics, Inc.

2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10 to the Company's Quarterly Report on Form 10‑Q for the quarter ended June 30, 2015 and filed on August 5, 2015).

1 unchanged sentence

Executive Severance Plan, effective as of September 15, 2016 [participants are David Honan, Jennifer Kent, Eric Ashworth, Renee Badura and Kelly Vanderboom] (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2016 and filed on November 2, 2016).

Form of 2020 Cash Long-Term Incentive Plan Net Leverage Ratio Award Agreement under the Quad/Graphics, Inc.

2010 Omnibus Incentive Plan.

Form of 2020 Cash Long-Term Incentive Plan Net Sales Wins Award Agreement under the Quad/Graphics, Inc.

2010 Omnibus Incentive Plan.

Quad/Graphics, Inc.

Form of Two-Year Incentive Compensation Program Award Agreement (incorporated by reference to Exhibit 10 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2019 and filed on May 1, 2019).

2020 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 8, 2020).

Form of Deferred Stock Unit Award Agreement under the Quad/Graphics, Inc.

2020 Omnibus Incentive Plan.

Form of Restricted Stock Award Agreement under the Quad/Graphics, Inc.

2020 Omnibus Incentive Plan.

Form of Restricted Stock Unit Award Agreement under the Quad/Graphics, Inc.

2020 Omnibus Incentive Plan.

Form of 2021 Cash Long-Term Incentive Plan Net Leverage Ratio Award Agreement under the Quad/Graphics, Inc.

2020 Omnibus Incentive Plan.

Form of 2021 Cash Long-Term Incentive Plan Net Sales Wins Award Agreement under the Quad/Graphics, Inc.

2020 Omnibus Incentive Plan.

Subsidiaries of Quad/Graphics, Inc.

Guarantor Subsidiaries of Quad/Graphics, Inc.’s Senior Unsecured Notes.

Exhibit Number Exhibit Description

Consent of Deloitte & Touche, LLP.

Exhibit Number

Exhibit Description

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

18 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Joel Quadracci

Chairman, President and Chief Executive Officer

February 19, 2020

Joel Quadracci

(Principal Executive Officer)

Executive Vice President and Chief Financial Officer

February 19, 2020

(Principal Financial Officer)

Executive Director and Chief Accounting Officer

February 19, 2020

(Principal Accounting Officer)

February 19, 2020

Signature Title Date

Joel Quadracci Chairman, President and Chief Executive Officer February 24, 2021

Joel Quadracci (Principal Executive Officer)

Honan Executive Vice President and Chief Financial Officer February 24, 2021

Honan (Principal Financial Officer)

Bauer Executive Director and Chief Accounting Officer February 24, 2021

Bauer (Principal Accounting Officer)

Angelson Director February 24, 2021

/s/ Douglas P.

February 19, 2020

/s/ Kathryn Quadracci Flores

February 19, 2020

Buth Director February 24, 2021

/s/ Kathryn Quadracci Flores Director February 24, 2021

Kathryn Quadracci Flores

February 19, 2020

Fowler Director February 24, 2021

/s/ Stephen M.

February 19, 2020

Fuller Director February 24, 2021

/s/ Christopher B.

February 19, 2020

Harned Director February 24, 2021

Christopher B.

February 19, 2020

Rothman Director February 24, 2021

Shiely Director February 24, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures