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Quad/Graphics, Inc.

For the period ended May 20, 2026. Filed Apr 10, 2026.

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About this filing

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

Use the contents to explore the available documents and sections.

QUAD$7.61-1.0%Stored close · as of Nov 6, 2026
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PROXY STATEMENT

For

ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 20, 2026

This proxy statement is being furnished to shareholders by the Board, beginning on or about April 10, 2026. This proxy statement is being furnished in connection with a solicitation of proxies by the Board for use at the Annual Meeting for the purposes set forth in the attached Notice of Annual Meeting of Shareholders.

The Annual Meeting is a virtual only meeting, accessible online at www.virtualshareholdermeeting.com/QUAD2026. We have worked to offer similar participation opportunities as would be provided at an in person annual meeting.

Only holders of record of the Company’s class A common stock and class B common stock (collectively the “common stock”) at the close of business on the Record Date are entitled to vote at the Annual Meeting. On that date, the Company had outstanding and entitled to vote: (a) 37,588,767 shares of class A common stock, each of which is entitled to one vote per share, with an aggregate of 37,588,767 votes; and (b) 13,261,983 shares of class B common stock, each of which is entitled to ten votes per share, with an aggregate of 132,619,830 votes. The presence of a majority of the votes entitled to be cast shall constitute a quorum for the purpose of transacting business at the Annual Meeting. Abstentions, votes withheld and broker non-votes will be considered present for purposes of determining whether a quorum exists.

To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting by virtual presence online. Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting. If you are a shareholder of record, you have the option to vote by mail using your proxy card or electronically via either the internet or telephone pursuant to instructions provided on the Notice or on the proxy card sent to you. A shareholder of record may access and complete the proxy card online at www.proxyvote.com or vote by telephone (1-800-690-6903), in each case by using the control number provided on your proxy card or in the Notice. If a bank, broker or other nominee holds your Company common stock for your benefit but not in your own name, such shares are in “street name.” In that case, your bank, broker or other nominee will send you a voting instruction form to use for your shares. The availability of internet voting instruction depends on the voting procedures of your bank, broker or other nominee. Please follow the instructions on the voting instruction form they send you. Even if you vote via the internet, by telephone, or complete and mail your proxy card, you may nevertheless revoke your proxy at any time prior to the Annual Meeting by sending us written notice, voting your shares online at the Annual Meeting or submitting a later-dated proxy.

If you attend the Annual Meeting online, you may also vote your shares at www.virtualshareholdermeeting.com/QUAD2026 during the meeting, and any previous votes that you submitted will be superseded by the vote that you cast at the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder of those shares a legal proxy issued in your name.

A proxy which is properly executed, duly returned to the Company and not revoked, or a valid vote via the internet or by telephone, will be voted in accordance with the instructions contained in it. The shares represented by executed but unmarked proxies will be voted as follows:

FOR all nine persons nominated for election as directors referred to in this proxy statement;

FOR the advisory vote to approve the compensation of the individuals named in the Summary Compensation Table set forth below in this proxy statement (such group of individuals are sometimes referred to as our “named executive officers”); and

on such other business or matters that may properly come before the Annual Meeting in accordance with the best judgment of the persons named as proxies in the form of proxy.

Other than the election of nine directors and the advisory vote to approve the compensation of our named executive officers, the Board has no knowledge of any matters to be presented for action by the shareholders at the Annual Meeting. An inspector of elections appointed by the Board will tabulate all votes at the Annual Meeting.

You may attend and participate in the Annual Meeting by virtual presences online if you were a shareholder or joint holder as of the close of business on the Record Date, or you hold a valid proxy for the Annual Meeting. To attend the Annual Meeting by virtual presence online, go to www.virtualshareholdermeeting.com/QUAD2026. If you are a shareholder of record, you will also need to provide your control number found on your proxy card. If you are not a shareholder of record, but hold shares through a bank, broker or other nominee, you will also need to obtain a legal proxy from the bank, broker or other nominee that holds your shares, have a copy of the voting instruction card provided by your bank, broker or other nominee, and provide your control number found on the voting instruction card provided by such bank, broker or other nominee.

The virtual Annual Meeting will begin promptly at 9:00 a.m. Central Time. Online check-in will begin at 8:45 a.m. Central Time, and you should allow ample time for the online check-in procedures. If you have difficulty accessing the Annual Meeting, please call the telephone number provided on the login page at www.virtualshareholdermeeting.com/QUAD2026. We will have technicians available to assist you.

In order to answer shareholder questions as completely as possible during the question and answer session at the Annual Meeting, please submit any questions pertinent to the meeting business by the end of the day on Monday, May 18, 2026. You may submit a question by such time at www.proxyvote.com after logging in with the control number provided on your proxy card.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.