17 unchanged sentences
During the quarter ended December 31, 2024, 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.
−Removed: On February 21, 2024, the Board of Directors of the Company approved amendments to the Amended Bylaws of the Company (as amended, the “Bylaws”).
−Removed: The amendments permit the Company to hold meetings of its shareholders by remote communication.
−Removed: 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
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: 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 2024 Annual Meeting of Shareholders (“Proxy Statement”) and is hereby incorporated herein by reference.
+Added: The information required by this Item is included under the captions “Election of Directors”, “Corporate Governance—Board Committees—Audit Committee”, “Corporate Governance - Insider Trading Policy” and “Miscellaneous—Delinquent Section 16(a) Reports” in the Company’s definitive Proxy Statement for its 2025 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.
25 unchanged sentences
The information required by this Item is included under the caption “Miscellaneous—Independent Registered Public Accounting Firm” in the Proxy Statement and is hereby incorporated by reference.
−Removed: Exhibit Index and Financial Statement Schedules
+Added: Exhibits and Financial Statement Schedules
Consolidated financial statements—The consolidated financial statements listed in the accompanying index to consolidated financial statements are filed as part of this Annual Report on Form 10-K.
5 unchanged sentences
Consolidated Statements of Operations for each of the two years in the period ended December 31, 202 4
−Removed: Consolidated Statements of Comprehensive Income (L oss) for each of the two years in the period ended December 31, 202 3
+Added: Consolidated Statements of Comprehensive Loss for each of the two years in the period ended December 31, 202 4
Consolidated Balance Sheets as of December 31, 202 4 and 202 3
6 unchanged sentences
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).
−Removed: A mendments to the Amended Bylaws of Quad/Graphics, Inc., effective February 21, 2024.
−Removed: Amended Bylaws of Quad/Graphics, Inc., as amended through February 21, 2024.
+Added: Amended Bylaws of Quad/Graphics, Inc., as amended through February 21, 2024 (incorporated by reference to Exhibit 3.3 to the Company ’ s Annua l Report on Form 10-K for the year ended December 31, 202 3 and filed on February 22, 2024) .
Note Agreement, dated September 1, 1995, among Quad/Graphics, Inc., certain subsidiaries of Quad/Graphics, Inc.
13 unchanged sentences
Amendment No.
−Removed: 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
+Added: 9, dated as of October 18, 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 Agen t (incorporated by reference to Exhibi t 4 to the Company ’ s Current Report on Form 8-K dated October 18, 2024 and filed on October 23, 2024).
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).
9 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).
−Removed: Amendment to Voting Trust.
+Added: Amendment to Voting Trust (inco rporated by reference to Exhibit 9.2 to the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2023 and filed on February 22, 2024 ) .
Dividend/Discount Deferred Compensation Plan (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S‑4 (Reg.
35 unchanged sentences
Quad/Graphics, Inc.
−Removed: 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 ).
+Added: 2020 Omnibus Incentive Plan, as amended (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 12, 2023).
Form of Deferred Stock Unit Award Agreement under the Quad/Graphics, Inc.
11 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).
+Added: Quad/Graphics, Inc.
+Added: Non-Employee Director Deferred Compensation Plan .
+Added: Quad/Graphics, Inc.
+Added: Insider Trading Pol icy, including Rule 10b5-1 Trading Plan Guidelines.
Subsidiaries of Quad/Graphics, Inc.
5 unchanged sentences
Quad/Graphics, Inc.
−Removed: Compensation Recovery Policy
+Added: Compensation Recovery Polic y ( incorporated by reference to Exhibit 97 to the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2023 and filed on February 22, 202 4 ) .
(99) Proxy Statement for the 2025 Annual Meeting of Shareholders.
3 unchanged sentences
for the year ended December 31, 2024 formatted in Inline eXtensible Business Reporting Language (iXBRL):
−Removed: (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.
+Added: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive 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).
2 unchanged sentences
Form 10-K Summary
−Removed: 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 21st day of February 2024.
+Added: 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 20th day of February 2025.
QUAD/GRAPHICS, INC.
28 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.