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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-23 · 21 added, 30 removed, 174 unchanged (23% of the section changed)

11 unchanged sentences

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 (PCAOB ID No.

Ernst & Young LLP (PCAOB ID No.

42 ) 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, 2022, which is included herein.

6 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by this Item with respect to directors and Section 16 compliance is included under the captions “Election of Directors” and “Miscellaneous—Delinquent Section 16(a) Reports,” respectively, in the Company’s definitive Proxy Statement for its 2022 Annual Meeting of Shareholders (“Proxy Statement”) and is hereby incorporated herein by reference.

The information required by this Item is included under the captions “Election of Directors”, “Corporate Governance—Board Committees—Audit Committee” and “Miscellaneous—Delinquent Section 16(a) Reports” in the Company’s definitive Proxy Statement for its 2023 Annual Meeting of Shareholders (“Proxy Statement”) and is hereby incorporated herein by reference.

Information with respect to the executive officers of the Company appears in Part I, Item 1, “Business,” of this Annual Report on Form 10-K.

The information required by this Item with respect to audit committees and audit committee financial experts is included under the caption “Corporate Governance—Board Committees—Audit Committee” in the Proxy Statement and is incorporated herein by reference.

The Company has adopted a Code of Business Conduct that applies to all of the Company’s employees, including the Company’s Chief Executive Officer, Chief Financial Officer, Controller and other persons performing similar functions.

3 unchanged sentences

Executive Compensation

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.

The information required by this Item is included under the captions “Compensation of Executive Officers,” “2022 Summary Compensation Table,” “Grants of Plan Based Awards in 2022,” “Outstanding Equity Awards at December 31, 2022,” “Option Exercises and Stock Vested in 2022,” “2022 Pension Benefits,” “2022 Nonqualified Deferred Compensation,” “Director Compensation,” “Compensation Committee Report,” “Corporate Governance—Board Committees—Compensation Committee Interlocks and Insider Participation,” “Pay Versus Performance,” 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

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Page in this Form 10-K

Report s of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Fir ms

Consolidated Statements of Operations for each of the two years in the period ended December 31, 20 2 2

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

Consolidated Statements of Comprehensive Income for each of the two years in the period ended December 31, 20 2 2

Consolidated Balance Sheets as of December 31, 202 2 and 20 21

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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.

Amended Bylaws of Quad/Graphics, Inc., as amended through May 15, 2017 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated May 15, 2017, and filed on May 18, 2017).

Amended Bylaws of Quad/Graphics, Inc., as amended through January 31 , 2023 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated January 31 , 2 023 , and filed o n February 2 , 2023 ).

Note Agreement, dated September 1, 1995, among Quad/Graphics, Inc., certain subsidiaries of Quad/Graphics, Inc.

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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) .

Quad/Graphics, Inc.’s Description of Securities (incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed on February 24, 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.

12 unchanged sentences

333-165259)).

Employment Agreement, effective as of January 1, 2004, by and between Quad/Graphics, Inc.

and Thomas J.

Frankowski (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S‑4 (Reg.

333-165259)).

Form of Amendment, effective as of September 15, 2016, to the Employment Agreements by and between Quad/Graphics, Inc.

and each of J.

Joel Quadracci and Thomas J.

Frankowski (incorporated by reference to Exhibit 10.2 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 Executive Salary Continuation Plan for James Joel Quadracci and Thomas J.

Frankowski (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S‑4 (Reg.

Joel Quadracci (incorporated by reference to Exhibit 10.2 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 Executive Salary Continuation Plan for James Joel Quadracci (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S‑4 (Reg.

333-165259)).

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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.

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).

Exhibit Number Exhibit Description

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

9 unchanged sentences

Quad/Graphics, Inc.

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).

Executive Severance Plan, effective as of September 15, 2016 [participants are David Honan, Jennifer Kent, Eric Ashworth, Kelly Vanderboom, Julie Currie , Anthony Staniak, Donald McKenna, Dana Gruen and Robert Quadracci ] (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 (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) .

2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.17 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 2020 Cash Long-Term Incentive Plan Net Sales Wins Award Agreement under the Quad/Graphics, Inc.

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) .

2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed on February 24, 2021).

Quad/Graphics, Inc.

1 unchanged sentence

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

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) .

2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.20 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 Restricted Stock Award Agreement under the Quad/Graphics, Inc.

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 (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).

Exhibit Number Exhibit Description

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

4 unchanged sentences

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.

Consent of Ernst & Young, LLP .

Consent of Deloitte & Touche, LLP.

(PCAOB ID No.

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

7 unchanged sentences

for the year ended December 31, 2022 formatted in Inline eXtensible Business Reporting Language (iXBRL):

(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

(i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (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.

(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 23rd day of February 2022.

QUAD/GRAPHICS, INC.

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Buth Director February 24, 2023

/s/ Beth-Ann Eason Director February 24, 2023

Beth-Ann Eason

/s/ Kathryn Quadracci Flores Director February 24, 2023

9 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