QuadGraphics Inc

N61 W23044 Harry’s Way

Sussex, Wisconsin 53089

SUMMARY

of

PROXY STATEMENT

This summary highlights certain information that is described in more detail elsewhere in this proxy statement. This summary does not contain all the information you should consider before voting on the matters at the Annual Meeting of Shareholders of Quad/Graphics, Inc. (the “Company”, “Quad”, “we”, “our”, “us”, or similar terms) to be held on Wednesday, May 21, 2025 at 9:00 a.m. Central Time, and all adjournments or postponements thereof (the “Annual Meeting”), so we ask that you read the entire proxy statement carefully. Page references are provided to help you quickly find further information.

2025 Annual Meeting of Shareholders

Eligibility to Vote

You can vote at the Annual Meeting if you were a holder of record of our class A common stock or class B common stock at the close of business on March 19, 2025 (the “Record Date”).

Governance Highlights

We are dedicated to high standards of corporate governance. Our Board of Directors (the “Board”) is committed to acting in the long-term best interests of our shareholders and continually reviews our policies with those interests in mind, as well as in light of recent trends in corporate governance.

Below is a summary of our corporate governance highlights with respect to our Board.

•Six out of our ten current directors are independent.

•We maintain a fully independent Audit Committee.

•Our Board meets at regularly scheduled executive sessions, both without members of management present and also without non-independent directors present.

•Our Board and executive officers are prohibited from hedging our stock, and are required to obtain prior approval of any pledge of our stock.

•Our Board and executive officers are subject to stock ownership guidelines.

•We hold annual board and committee evaluations.

•We require approval of certain related party transactions.

Additional information about our corporate governance policies and practices can be found at pages 22 - 27 of this proxy statement.

Voting Matters

Election of Directors

We elect our directors on an annual basis.

Proposal to Approve an Amendment to the 2020 Omnibus Incentive Plan

Our Board has approved, and is recommending to our shareholders for approval, an amendment to the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan (sometimes referred to as the “2020 Plan”) to increase the number of shares of class A common stock authorized for issuance under the 2020 Plan by 3,000,000 shares. The proposed amendment will allow the Company to continue to attract and retain outstanding individuals to serve as officers, directors, employees and consultants, and the Company believes that the proposed amendment to the 2020 Plan strikes an appropriate balance between rewarding performance and limiting shareholder dilution, while providing the Company with the flexibility to meet changing compensation needs.

Director Tenure

We have added five new directors since 2016, four of whom are independent.

Committee Membership

There are three standing committees of the Board — the Audit Committee, the Compensation Committee and the Finance Committee. Current members of the committees are listed in the table below.

Additional information about our director nominees can be found at pages 6 - 9 of this proxy statement.

Compensation Highlights

We periodically review best practices in the area of executive compensation and update our compensation policies and practices to reflect those that we believe are appropriate for our Company, including the following:

•Pay for performance—A substantial fraction of total compensation for our named executive officers is tied to the operating performance of our Company. Our performance measures under our incentive compensation program are also aligned with our business objectives.

•Alignment with shareholder interests—Our core executive compensation principles are designed to promote alignment of our named executive officers’ interests with the interests of shareholders.

•Salary increases, bonuses and equity awards must be earned—We do not guarantee salary increases, bonuses or equity awards for our executive officers.

•No option repricing—Our equity compensation plan does not permit repricing of stock options.

•Compensation risk management—We periodically review our pay practices to ensure that they do not encourage excessive risk taking and to confirm that our governance practices are designed to prevent excessive compensation that would not be consistent with our philosophy and business objectives.

•Stock ownership—We maintain stock ownership guidelines for our directors and executive officers, including our named executive officers.

•No evergreen provision in equity plan—Our equity incentive plan does not include automatic annual increases in the share reserve such that shareholders generally must approve any increase in the share reserve.

•Independent compensation consultant—The compensation committee retains an independent compensation consultant to provide advice and recommendations concerning the compensation of our named executive officers.