Quad/Graphics, Inc.
For the period ended May 20, 2026. Filed Apr 10, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 10, 2026
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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 20, 2026 at 9:00 a.m. Central Time
Virtual Meeting:
We are holding the 2026 Annual Meeting online at www.virtualshareholdermeeting.com/QUAD2026. You will not be able to attend the 2026 Annual Meeting physically. You or your proxyholder can participate, vote, and examine our shareholder list at the 2026 Annual Meeting by visiting www.virtualshareholdermeeting.com/QUAD2026 and using your control number found on your proxy card.
Matters to be Voted On:
To elect all nine director nominees to serve for a one-year term and until their successors are duly elected and qualified;
To conduct an advisory vote to approve the compensation of our named executive officers as disclosed in the accompanying proxy statement; and
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 18, 2026.
We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials (i.e., proxy statement, 2025 annual report to shareholders and proxy card) over the internet. On or about April 10, 2026, 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 and lowers costs 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 2026 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 10, 2026.
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 2026 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 2026 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 10, 2026
Important notice regarding the availability of proxy materials for the shareholders’ meeting to be held on May 20, 2026: The proxy statement and 2025 Annual Report to Shareholders are available at: www.proxyvote.com and https://quad.com/investor-relations.
TABLE OF CONTENTS
| Page No. | |
|---|---|
| SUMMARY OF PROXY STATEMENT | 1 |
| PROXY STATEMENT | 4 |
| ELECTION OF DIRECTORS | 6 |
| CORPORATE GOVERNANCE | 10 |
| AUDIT COMMITTEE REPORT | 16 |
| STOCK OWNERSHIP OF MANAGEMENT AND OTHERS | 17 |
| COMPENSATION OF EXECUTIVE OFFICERS | 20 |
| 2025 SUMMARY COMPENSATION TABLE | 33 |
| GRANTS OF PLAN BASED AWARDS IN 2025 | 35 |
| OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 | 36 |
| OPTION EXERCISES AND STOCK VESTED IN 2025 | 36 |
| 2025 PENSION BENEFITS | 36 |
| 2025 NONQUALIFIED DEFERRED COMPENSATION | 37 |
| COMPENSATION COMMITTEE REPORT | 41 |
| PAY VERSUS PERFORMANCE | 42 |
| DIRECTOR COMPENSATION | 45 |
| ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 46 |
| MISCELLANEOUS | 47 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.