What changed in this filing

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Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-24 · 33 added, 23 removed, 171 unchanged (25% of the section changed)

5 unchanged sentences

Management’s Report on Internal Control Over Financial Reporting

The Company’s management, including the Company’s Chairman, President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934.

The Company’s management, including the Company’s Chairman, President and Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934.

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.

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.

The Company’s management, including the Company’s Chairman, President and Chief Executive Officer 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.

Based on this assessment, the Company’s management has concluded that, as of December 31, 2021, the Company’s internal control over financial reporting was effective based on that framework.

1 unchanged sentence

Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, which is included herein.

Deloitte & Touche LLP (PCAOB ID No.

34 ) the Company’s independent registered public accounting firm, issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, which is included herein.

Audit Report of Independent Registered Public Accounting Firm

2 unchanged sentences

The Company has no other information to report pursuant to this item.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

7 unchanged sentences

Executive Compensation

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.

The information required by this Item is included under the captions “Compensation of Executive Officers,” “2021 Summary Compensation Table,” “Grants of Plan Based Awards in 2021,” “Outstanding Equity Awards at December 31, 2021,” “Option Exercises and Stock Vested in 2021,” “2021 Pension Benefits,” “2021 Nonqualified Deferred 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

24 unchanged sentences

Page in this Form 10-K

Report of Independent Registered Public Accounting Firm

Report s of Independent Registered Public Accounting Firm

Consolidated Statements of Operations for each of the two years in the period ended December 31, 202 1

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

Consolidated Statements of Comprehensive Income ( Loss ) for each of the two years in the period ended December 31, 202 1

Consolidated Balance Sheets as of December 31, 202 1 and 20 20

22 unchanged sentences

Amendment No.

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 ) .

5 , dated as of November 2, 2021 , 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 November 2, 2021 and filed on November 3, 2021 ).

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

1 unchanged sentence

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8‑K dated April 28, 2014 and filed on May 2, 2014).

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

Exhibit Number Exhibit Description

Quad/Graphics, Inc.’s Description of Securities (incorpora ted by reference to Exhibit 4 to the Company ’ s Annual Report on Form 10-K for the year ended December 31, 202 0 and filed on February 2 4, 2021) .

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).

Exhibit Number Exhibit Description

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

2 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, 2014 and filed on May 7, 2014).

Exhibit Number Exhibit Description

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

7 unchanged sentences

Quad/Graphics, Inc.

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).

Executive Severance Plan, effective as of September 15, 2016 [participants are David Honan, Jennifer Kent, Eric Ashworth, Kelly Vanderboom , and Julie Currie ] (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.

2010 Omnibus Incentive Plan (incorporate d by reference to Exhibit 10.17 t o the Company ’ s Annual Report on Form 10-K f or the year ended December 31, 2020 and filed on February 24, 2021) .

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

2010 Omnibus Incentive Plan.

2010 Omnibus Incentive Plan (incorporate d by reference to Exhibit 1 0.18 to the Company ’ s Annual Repor t on Form 10-K for the year ended December 31, 202 0 and filed on Feb ruary 24, 2021) .

Quad/Graphics, Inc.

1 unchanged sentence

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

2020 Omnibus Incentive Plan.

2020 Omnibus Incentive Plan (incorporate d by reference to Exhibit 10.20 to the Company ’ s Annual Report on F orm 10-K for the year ended December 31, 2020 and fil ed on February 24, 2021) .

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

2020 Omnibus Incentive Plan.

2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed on February 24, 2021).

Exhibit Number Exhibit Description

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

2020 Omnibus Incentive Plan.

2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed on February 24, 2021).

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

2020 Omnibus Incentive Plan.

2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed on February 24, 2021).

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

2020 Omnibus Incentive Plan.

2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed on February 24, 2021).

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

2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and filed on May 5, 2021).

Quad/Graphics, Inc.

Retirement and Release Agreement, effective December 31, 2021, by and between Quad/Graphics, Inc.

and Thomas J.

Subsidiaries of Quad/Graphics, Inc.

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

Exhibit Number Exhibit Description

Consent of Deloitte & Touche, LLP.

9 unchanged sentences

(i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’ Equity, (vi) the Notes to Consolidated Financial Statements, and (vii) document and entity information.

Exhibit Number Exhibit Description

(104) Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101).

2 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 24th day of February 2021.

QUAD/GRAPHICS, INC.

6 unchanged sentences

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

/s/ Anthony C.

Staniak Chief Financial Officer February 23, 2022

Staniak (Principal Financial Officer)

Bauer Vice President and Chief Accounting Officer February 23, 2022

Bauer (Principal Accounting Officer)

13 unchanged sentences

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