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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-27 · 23 added, 20 removed, 175 unchanged (20% of the section changed)

16 unchanged sentences

Other Information

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

During the quarter ended December 31, 2023, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408 of Regulation S-K.

On February 21, 2024, the Board of Directors of the Company approved amendments to the Amended Bylaws of the Company (as amended, the “Bylaws”).

The amendments permit the Company to hold meetings of its shareholders by remote communication.

The foregoing description of the changes made to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.3 to this Annual Report on Form 10-K and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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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.

The Company has posted a copy of the Code of Business Conduct on its website at www.QUAD.com , and such Code of Business Conduct is available in print, without charge, to any shareholder who requests it from the Company’s Secretary.

The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the Code of Business Conduct by posting such information on its website at www.QUAD.com .

The Company has posted a copy of the Code of Business Conduct on its website at quad.com , and such Code of Business Conduct is available in print, without charge, to any shareholder who requests it from the Company’s Secretary.

The Company is not including the information contained on its website as part of, or incorporating it by reference into, this Annual Report on Form 10-K.

27 unchanged sentences

Page in this Form 10-K

Reports of Independent Registered Public Accounting Fir ms

Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Operations for each of the two years in the period ended December 31, 202 3

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

Consolidated Statements of Comprehensive Income (L oss) for each of the two years in the period ended December 31, 202 3

Consolidated Balance Sheets as of December 31, 202 3 and 202 2

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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 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 ).

A mendments to the Amended Bylaws of Quad/Graphics, Inc., effective February 21, 2024.

Amended Bylaws of Quad/Graphics, Inc., as amended through February 21, 2024.

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

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Amendment No.

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.

set forth therein and U.S.

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).

Exhibit Number Exhibit Description

8, dated as of January 4, 2024, 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

Quad/Graphics, Inc.’s Description of Securities (incorporated by reference to Exhibit 4 .8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed on February 24, 2021).

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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.

3 unchanged sentences

Blais, as trustees as of the date of the agreement's execution (incorporated by reference to Exhibit 9.1 to the Company's Current Report on Form 8‑K dated July 2, 2010 and filed on July 9, 2010).

Amendment to Voting Trust.

Dividend/Discount Deferred Compensation Plan (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S‑4 (Reg.

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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.

2 unchanged sentences

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).

Exhibit Number Exhibit Description

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

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Quad/Graphics, Inc.

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).

Executive Severance Plan, effective as of September 15, 2016 [participants are David Honan, 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.

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Quad/Graphics, Inc.

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).

2020 Omnibus Incentive Plan , as ame nded (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 12 , 202 3 ).

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

4 unchanged sentences

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.

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).

Exhibit Number Exhibit Description

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

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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.

2 unchanged sentences

Section 1350.

Quad/Graphics, Inc.

Compensation Recovery Policy

(99) Proxy Statement for the 2024 Annual Meeting of Shareholders.

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for the year ended December 31, 2023 formatted in Inline eXtensible Business Reporting Language (iXBRL):

(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.

(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.

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

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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 2023.

QUAD/GRAPHICS, INC.

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Bauer (Principal Accounting Officer)

Angelson Director February 24, 2023

/s/ Douglas P.

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Christopher B.

/s/ Melanie A.

Huet Director February 21, 2024

Rothman Director February 21, 2024

1 unchanged sentence

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