QuadGraphics Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantý

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

Quad/Graphics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

ý No fee required

¨ Fee paid previously with preliminary materials

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Time and Date:

Wednesday, May 21, 2025 at 9:00 a.m. Central Time

Virtual Meeting:

We are holding the 2025 Annual Meeting online at www.virtualshareholdermeeting.com/QUAD2025. You will not be able to attend the 2025 Annual Meeting physically. You or your proxyholder can participate, vote, and examine our shareholder list at the 2025 Annual Meeting by visiting www.virtualshareholdermeeting.com/QUAD2025 and using your control number found on your proxy card.

Matters to be Voted On:

1. To elect all nine director nominees to serve for a one-year term and until their successors are duly elected and qualified;

2. To approve an amendment to the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan; and

3. To consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Who Can Vote:

Holders of Quad/Graphics, Inc. class A and class B common stock at the close of business on March 19, 2025.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials (i.e., proxy statement, 2024 annual report to shareholders and proxy card) over the internet. On or about April 11, 2025, we will commence mailing to the holders of our class A common stock entitled to vote at the Annual Meeting a Notice of Internet Availability of Proxy Materials (the “Notice”). We believe this process expedites the receipt of proxy materials by our shareholders, ensures that proxy materials remain easily accessible to our shareholders, lowers costs and reduces the environmental impact of our Annual Meeting.

The Notice contains clear instructions on how holders of our class A common stock can access our proxy materials and how such holders can vote at our 2025 Annual Meeting of Shareholders. In addition, the Notice contains instructions on how to obtain printed proxy materials.

Holders of our class B common stock will continue to receive hard copies of our proxy materials, and we will commence mailing on or about April 11, 2025.

Your vote is very important to us, regardless of how many shares you own. Even if you plan to attend the virtual meeting online, to ensure that every vote is counted at the 2025 Annual Meeting, we encourage you to vote as instructed in the Notice and/or proxy card, via the internet, by telephone or by mailing back the proxy card received from us or from your broker, bank or other provider. You may revoke your previously submitted proxy and vote your shares at the virtual meeting online. Please note, however, that if your shares are held by a broker, bank or other nominee and you wish to vote at the 2025 Annual Meeting online, you must obtain from the record holder of those shares (i.e., your broker, bank or other nominee) a legal proxy issued in your name.

By Order of the Board of Directors

Dana B. Gruen

General Counsel, Corporate Secretary and Chief Risk & Compliance Officer

April 11, 2025

Important notice regarding the availability of proxy materials for the shareholders’ meeting to be held on May 21, 2025: The proxy statement and 2024 Annual Report to Shareholders are available at: www.proxyvote.com and https://quad.com/investor-relations.

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