quad-20250410

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. )

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¨ Preliminary Proxy Statement

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¨ 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)

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QUAD/GRAPHICS, INC.

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.

TABLE OF CONTENTS


			Page No.

SUMMARY OF PROXY STATEMENT			1
PROXY STATEMENT			4
ELECTION OF DIRECTORS			6
APPROVAL OF AN AMENDMENT TO THE QUAD/GRAPHICS, INC. 2020 OMNIBUS INCENTIVE PLAN			10
CORPORATE GOVERNANCE			22
AUDIT COMMITTEE REPORT			28
STOCK OWNERSHIP OF MANAGEMENT AND OTHERS			29

COMPENSATION OF EXECUTIVE OFFICERS			32
202 4 SUMMARY COMPENSATION TABLE			44
GRANTS OF PLAN BASED AWARDS IN 202 4			46
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 202 4			47
OPTION EXERCISES AND STOCK VESTED IN 202 4			47
202 4 PENSION BENEFITS			47
202 4 NONQUALIFIED DEFERRED COMPENSATION			48
COMPENSATION COMMITTEE REPORT			52

PAY VERSUS PERFORMANCE			53
DIRECTOR COMPENSATION			56


MISCELLANEOUS			57
APPENDIX A - QUAD/GRAPHICS, INC. 2020 OMNIBUS INCENTIVE PLAN, AS PROPOSED TO BE AMENDED MAY 2 1 , 202 5			60

T a b l e o f C o n t e n t s

QUAD/GRAPHICS, INC.

N61 W23044 Harry’s Way

Sussex, Wisconsin 53089

SUMMARY

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


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

Virtual Meeting Site:			www.virtualshareholdermeeting.com/QUAD2025

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.

T a b l e o f C o n t e n t s

Voting Matters


Proposal	The Board’s Voting Recommendations	Voting Standard to Approve Proposal (assuming a quorum is present)	Treatment of Abstentions and Broker Non-Votes
1. Election of Directors	“FOR” each nominee	Plurality of Votes Cast	Not counted as votes cast and therefore have no effect
2. Approval of an Amendment to the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan	“FOR”	Majority of Votes Cast	Not counted as votes cast and therefore have no effect

Election of Directors

We elect our directors on an annual basis.


Director Nominees	Age	Director Since	Independent
J. Joel Quadracci	56	2003
Kathryn Quadracci Flores	57	2013
Douglas P. Buth	70	2005	X
Beth-Ann Eason	58	2023	X
John C. Fowler	74	2016
Stephen M. Fuller	64	2016	X
Christopher B. Harned	62	2005
Melanie A. Huet	49	2023	X
Jay O. Rothman	65	2017	X

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.

T a b l e o f C o n t e n t s

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.

T a b l e o f C o n t e n t s

PROXY STATEMENT

For

ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 21, 2025

This proxy statement is being furnished to shareholders by the Board, beginning on or about April 11, 2025. 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/QUAD2025. 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) 37,099,534 shares of class A common stock, each of which is entitled to one vote per share, with an aggregate of 37,099,534 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 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/QUAD2025 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 approval of the amendment to the 2020 Plan; 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.

T a b l e o f C o n t e n t s

Other than the election of nine directors and the proposed amendment to the 2020 Plan, 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/QUAD2025. 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/QUAD2025. 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 by the end of the day on Monday, May 19, 2025. You may submit a question by such time at www.proxyvote.com after logging in with the control number provided on your proxy card.

T a b l e o f C o n t e n t s

ELECTION OF DIRECTORS

The Board currently consists of ten directors. John S. Shiely, a director of the Company since 1996, will be retiring from the Board as of the Annual Meeting. As a result, the Board has amended the Company’s Bylaws to reduce the number of directors from ten to nine effective immediately preceding the Annual Meeting.

At the Annual Meeting, the shareholders will elect all nine directors to one-year terms—to hold office until the 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Unless shareholders otherwise specify, the shares represented by the proxies received will be voted in favor of the election as directors of the nine persons named as nominees in this proxy statement. The Board has no reason to believe that the listed nominees will be unable or unwilling to serve as directors if elected. However, in the event that any nominee should be unable to serve or for good cause will not serve, the shares represented by proxies received will be voted for another nominee selected by the Board.

Each director will be elected by a plurality of the votes cast at the Annual Meeting, assuming a quorum is present. For this purpose, “plurality” means that the nominees receiving the largest number of votes will be elected as directors. Any shares not voted at the Annual Meeting, whether due to abstentions, broker non-votes or otherwise, will have no impact on the election of the directors. Shares of the Company’s class A common stock and class B common stock vote together as a single class on the election of directors.

The following sets forth certain information, as of the date of mailing of the proxy materials, about the Board’s nominees for election at the Annual Meeting.

J. Joel Quadracci, 56, has been a director of Quad since 2003, its President since January 2005, its President and Chief Executive Officer since July 2006 and its Chairman, President and Chief Executive Officer since January 2010. Mr. Quadracci joined Quad in 1991 and, prior to becoming President and Chief Executive Officer, served in various capacities, including Sales Manager, Regional Sales Strategy Director, Vice President of Print Sales, Senior Vice President of Sales and Administration, and President and Chief Operating Officer. He serves on the board of directors for Plexus Corp., Pixability, Inc., Road America, Inc., the National Association of Manufacturers, and the Metropolitan Milwaukee Association of Commerce. He also serves on the board of trustees for the Milwaukee Art Museum and on the advisory council of the Smithsonian National Postal Museum. Mr. Quadracci received a B.A. in Philosophy from Skidmore College in 1991. Mr. Quadracci is the brother of Kathryn Quadracci Flores, M.D., a director of Quad and Chief Executive Officer of QuadMed, the brother-in-law of Christopher B. Harned, a director of Quad, and the first cousin of Robert Quadracci, Chief Human Resources Officer. Quad believes that Mr. Quadracci’s experience in both the commercial printing and advertising and marketing services industries, as well as his leadership positions within Quad, qualify him for service as a director of Quad.

Kathryn Quadracci Flores, M.D., 57, has been a director of Quad since 2013 and is a member of the Finance Committee. Dr. Flores joined QuadMed, LLC, a subsidiary of the Company, in 2021 and serves as the Chief Executive Officer of QuadMed. Dr. Flores serves as President and Director of the Windhover Foundation, a large multi-generational family foundation and is a co-chair of the President’s Leadership Council of Brown University. Dr. Flores previously served as Vice President and Secretary of the board of trustees for the Collegiate School of New York, on the Board of Directors for the Brown University Sports Foundation, on the Board of Trustees for the Marymount School of New York and as Commodore of the Pine Lake Yacht Club. Dr. Flores received her B.A. and B.S. from Brown University in 1990 and her M.D. from Columbia University in 1995. Dr. Flores is the sister of J. Joel Quadracci, Quad’s Chairman, President and Chief Executive Officer, the sister-in-law of Christopher B. Harned, a director of Quad, and the first cousin of Robert Quadracci, Chief Human Resources Officer. Quad believes that Dr. Flores’ knowledge of Quad, her education, and her board and business experience qualify her to serve as a director of Quad.

T a b l e o f C o n t e n t s

Douglas P. Buth, 70, has been a director of Quad since 2005 and is the Chair of the Audit Committee and also is a member of the Compensation and Finance Committees. Mr. Buth retired as Chairman and Chief Executive Officer of Appvion, Inc., formerly known as Appleton Papers, Inc., a producer of carbonless, thermal, security paper and performance packaging products, and as Chief Executive Officer and President of Paperweight Development Corp., the parent company of Appvion, Inc., in 2005. Prior to becoming Chief Executive Officer, Mr. Buth had served in a variety of roles at Appvion, Inc., including positions in strategic planning, marketing and sales and as General Manager and Executive Vice President. Mr. Buth is currently a member of the board of directors for Trek Bicycle Corporation, where he serves as chairman of the Audit Committee and a member of the Compensation Committee. He retired from the board of Grange Mutual Insurance Company, in 2021, where he chaired the Compensation Committee and served as a member of the Investment Committee and the Audit Committee. Mr. Buth received a Bachelor of Business Administration in Accounting from the University of Notre Dame in 1977. He qualified as a C.P.A. with PricewaterhouseCoopers LLP in 1979 and thereafter held a number of financial positions with Saks Fifth Avenue and BATUS, Inc. Quad believes that Mr. Buth’s financial background as a C.P.A. and his experience as a leader of a publicly-traded company and member of several boards of directors qualify him for service as a director of Quad.

Beth-Ann Eason, 58, has been a director of Quad since 2023 and is a member of the Compensation Committee. In 2023, Ms. Eason also received her NACD board certification. Ms. Eason was the Managing Director, Senior Digital Transformation Executive for Accenture Interactive from January 2020 to December 2022, working with chief marketing officers on digital transformation. Prior to joining Accenture Interactive, Ms. Eason served from May 2015 to January 2020 as President of Innovid, the world’s largest independent Connected TV and video advertising software platform. Ms. Eason was at Conde Nast from April 2011 to May 2015, serving as Senior Vice President and General Manager of Conde Nast’s Epicurious from April 2011 to July 2013. Ms. Eason was also Vice President of Category Development for Yahoo! from 2001 to 2006 and DoubleClick from 1996 to 2001 where she was promoted to a General Manager role. She holds a bachelor’s degree from Lehigh University. Quad believes that Ms. Eason’s experience as an industry leader in digital transformation, marketing and advertising qualifies her for service as a director of Quad.

John C. Fowler, 74, has been a director of Quad since 2016 and is a member of the Compensation Committee. Mr. Fowler served as Quad’s Vice Chairman and Executive Vice President of Global Strategy and Corporate Development from March 2014 until December 2017. Prior thereto, he served as Quad’s Executive Vice President and Chief Financial Officer from July 2010 to March 2014, as Senior Vice President and Chief Financial Officer from May 2005 to July 2010, and as Vice President and Controller from when he joined Quad in 1980 (which at the time was the Company’s top financial position) until May 2005. Prior to joining Quad, Mr. Fowler worked for Arthur Andersen LLP for six years. In November 2018, Mr. Fowler was elected as a director of Mandel Group, Inc. He also serves on the board of directors of the L’Eft Bank Wine Company, and is a past board member of several private and venture capital companies that were successfully sold. Mr. Fowler attended Tufts University and Iowa State University, graduating summa cum laude with bachelor’s degrees in both economics and accounting. Quad believes that Mr. Fowler’s experience in the printing industry and in leadership positions with Quad and on several boards of directors qualify him for service as a director of Quad.

T a b l e o f C o n t e n t s

Stephen M. Fuller, 64, has been a director of Quad since 2016 and is a member of the Audit Committee. Mr. Fuller served as Senior Vice President and Chief Marketing Officer for L.L. Bean, Inc. of Freeport, Maine from 2001 until his retirement in 2016. In this former role, he led all marketing functions for L.L. Bean, including branding, advertising, customer satisfaction, e-commerce, partnerships, database analytics and marketing operations. In addition to his CMO role, Mr. Fuller had full P&L responsibility for L.L. Bean’s international efforts since 2008. Currently, he is a member of the board of directors of Boyne Resorts and K2-MDV Holdings, LP, a former trustee at Bates College and is a frequent speaker at Dartmouth College’s Tuck School of Business. Mr. Fuller is a former member of L.L. Bean’s board of directors. He also has been on the boards of several environmental and outdoor organizations. Mr. Fuller received his bachelor’s degree from Bates College in Lewiston, Maine and his MBA from Boston College. He also attended Harvard Business School’s Advanced Management Program. Quad believes that Mr. Fuller’s leadership in marketing and board experience qualify him to serve as a director of Quad.

Christopher B. Harned, 62, has been a director of Quad since 2005 and is the Chair of the Finance Committee. Mr. Harned is the Co-Founder and Managing Partner of Windhover Capital, a private equity firm focused on the food and consumer sector. From September 2016 to October 2020, Mr. Harned was a Partner and Head of the New York office for Arbor Investments. Prior to joining Arbor Investments, he was a Managing Director and Head of Consumer Products-Americas for Nomura Securities International, Inc. Starting in January 2012, he served as a Managing Director of the Investment Banking Group M&A team at Robert W. Baird & Co., Inc. He previously served as a Partner, Managing Director and Head of the Consumer Products Group of The Cypress Group LLC, a New York City-based private equity firm. Prior to joining The Cypress Group LLC in 2001, Mr. Harned was a Managing Director and Global Head of Consumer Products M&A with Lehman Brothers, where he worked for over 16 years. Mr. Harned is a member of the board of directors of Titan Frozen Fruit, Lakeview Farms, Inc. and Southeastern Meats, Inc. He is a former member of the board of directors of FreshPet, Inc., a pet food company, where he served on the Audit and Compensation committees. Mr. Harned is also a former member of the board of directors of Red Collar Pet Foods, bswift, Danka Business Systems PLC, The Meow Mix Company, Stone Canyon Entertainment, Brand Connections LLC and Philadelphia Media Network. Mr. Harned earned a bachelor’s degree from Williams College in 1985. Mr. Harned is the brother-in-law of J. Joel Quadracci, Quad’s Chairman, President and Chief Executive Officer, the brother-in-law of Kathryn Quadracci Flores, M.D., a director of Quad and Chief Executive Officer of QuadMed, and the husband of Elizabeth Quadracci Harned, a Trustee of the Quad Voting Trust (as defined below). Quad believes that Mr. Harned’s experience in the financial services industry and his leadership at several companies in various industries qualify him to serve as a director of Quad.

Melanie A. Huet, 49, has been a director of Quad since 2023 and is a member of the Audit Committee. Ms. Huet is Chief Marketing Officer at Newell Brands, a consumer products company, and has global responsibility for brand management, marketing operations, digital marketing, communications design, direct-to-consumer, omni-enablement, innovation, insights and packaging functions. Prior to joining Newell Brands in 2023, Ms. Huet led the transformation of Serta Simmons Bedding from a sales-led to a consumer-led organization as its first Chief Marketing Officer from 2019 to 2021, and then Executive Vice President and Chief Commerce Officer from 2021 to 2022. Serta Simmons Bedding LLC filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in January 2023. Ms. Huet also previously served as Vice President Marketing at KraftHeinz from 2017 to 2018, in various marketing roles at Kimberly-Clark from 2011 to 2016 and in marketing and sales roles at Unilever from 2005 to 2011. She holds an MBA from the University of Rochester in New York and a bachelor's degree from the University of St. Thomas, Minnesota. Quad believes that Ms. Huet's experience as an industry leader in brand management, consumer engagement and innovation qualify her to serve as a director of Quad.

T a b l e o f C o n t e n t s

Jay O. Rothman, 65, has been a director of Quad since 2017 and is the Chair of the Compensation Committee. Mr. Rothman has served as President of the Universities of Wisconsin since June 2022. He previously served as the Chairman and Chief Executive Officer of Foley & Lardner LLP, a national law firm, from June 2011 until his retirement from the firm in May 2022. At Foley & Lardner LLP, Mr. Rothman also had been a member of the firm’s Management Committee since February 2002, and a partner since February 1994. He joined Foley & Lardner LLP in 1986. Mr. Rothman serves on the board of directors of Mayville Engineering Company, Inc. Mr. Rothman received a Bachelor of Arts degree from Marquette University in 1982 and a Juris Doctor from Harvard Law School in 1985. Quad believes that Mr. Rothman’s career as an executive and as a business attorney qualify him to serve as a director of Quad.

THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE “FOR” SUCH NOMINEES. SHARES OF COMMON STOCK REPRESENTED AT THE ANNUAL MEETING BY EXECUTED, OR OTHERWISE VALIDLY VOTED, BUT UNMARKED PROXIES, WILL BE VOTED “FOR” SUCH NOMINEES.

T a b l e o f C o n t e n t s

APPROVAL OF AN AMENDMENT TO THE

QUAD/GRAPHICS, INC. 2020 OMNIBUS INCENTIVE PLAN

Background

We are seeking approval from the Company's shareholders of an amendment to 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. The 2020 Plan was originally approved and ratified by the Company's shareholders at the 2020 annual meeting, and was most recently approved and ratified by the Company’s shareholders as amended at the 2023 annual meeting.

The compensation committee recommended to the Board that 3,000,000 additional shares of class A common stock be authorized under the 2020 Plan. In determining the number of shares of class A common stock to recommend for addition to the 2020 Plan, the compensation committee and the Board considered the shares remaining available under the 2020 Plan (which, as of the Record Date, totaled 874,804 shares prior to the grant of the awards described below under “New Plan Benefits”), the projected share use under the 2020 Plan, the dilution represented by the Company’s existing and proposed equity awards, the overhang represented by such awards and the Company’s run rates. The dilution represented by projected share use under the 2020 Plan was estimated at approximately 9.0%. The projected overhang was estimated at 13.8% and the projected run rate was estimated at approximately 2.3%. The compensation committee and the Board were satisfied that the Company’s projected dilution, overhang and run rates were at an acceptable level.

Because the precise amount and timing of specific equity awards in the future is not currently determinable, except as disclosed under “New Plan Benefits” below, it is not possible to calculate with certainty the number of years of awards that will be available and the amount of subsequent dilution that may ultimately result from such awards. The compensation committee and the Board expect that the 3,000,000 additional shares will be sufficient for three additional years of awards based upon the historic rates of awards by the compensation committee under the 2020 Plan.

The current rationale and practices of the compensation committee with respect to equity awards and other incentives is set forth in the “Compensation Discussion and Analysis.” The following is a summary of the material provisions of the 2020 Plan as proposed to be amended. The summary is qualified in its entirety by reference to the full text of the 2020 Plan, as proposed to be amended, which is attached to this proxy statement as Appendix A.

Purpose

The two complementary goals of the 2020 Plan are to attract and retain outstanding individuals to serve as officers, directors, employees and consultants to Quad and to increase shareholder value. Through the 2020 Plan, the Board seeks to provide a direct link between shareholder value and compensation awards by granting awards of shares of the Company's class A common stock, monetary payments based on the value of the Company's class A common stock and other incentive compensation awards that are based on the Company's financial performance and individual performance.

T a b l e o f C o n t e n t s

Administration and Eligibility

The 2020 Plan is administered by the compensation committee of the Board or a subcommittee thereof (the “Administrator”), which has the authority to construe and interpret the provisions of the 2020 Plan and any agreement covering an award; make, change and rescind rules and regulations relating to the 2020 Plan; and make changes to, or reconcile any inconsistency in, any award or agreement covering an award. The Administrator may designate any of the following as a participant under the 2020 Plan: any officer or other employee of the Company or its affiliates or individuals engaged to become an officer or employee, consultants who provide services to the Company or its affiliates and non-employee directors of the Company. The Company and its affiliates had a total of approximately 12,200 full-time equivalent employees and eight non-employee directors, as well as various consultants, as of December 31, 2024.

Types of Awards

Awards under the 2020 Plan may consist of incentive awards, stock options, stock appreciation rights, performance shares, performance units, shares of class A common stock, restricted stock, restricted stock units, deferred stock units or other stock-based awards as determined by the Administrator. The Administrator may grant any type of award to any participant it selects, but only employees of the Company or its subsidiaries may receive grants of incentive stock options. Awards may be granted alone or in addition to, in tandem with, or in substitution for any other award (or any other award granted under another plan of the Company or any affiliate). In addition, the Committee is authorized to provide or make awards in a manner that complies with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (sometimes referred to as the Code), so that the awards will avoid a plan failure as described in Section 409A(a)(1) of the Code. The Committee's authorization includes the authority to defer payments or wait for specified distribution events, as provided in Section 409A(a)(2) of the Code.

Shares Reserved under the 2020 Plan

The 2020 Plan currently provides that the following shares of class A common stock are reserved for issuance under the 2020 Plan: an aggregate of 6,000,000 shares plus the shares reserved under our 2010 Omnibus Incentive Plan (sometimes referred to as the “2010 Plan”) that were not the subject of outstanding awards under that plan as of the date the 2020 became effective (the “2010 Plan Carryforward”), plus any shares subject to outstanding awards under the 2010 Plan that would have been recredited to that plan’s share reserve if that plan were still in effect (the “2010 Plan Recycled Shares”). All of these shares may be issued upon the exercise of incentive stock options or any other type of award authorized by the 2020 Plan. Each of these share amounts is subject to adjustment in the event of specified adjustments in our capitalization. See “Adjustments.”

If the proposed amendment to the 2020 Plan is approved by shareholders, an additional 3,000,000 shares of class A common stock will be reserved for issuance under the 2020 Plan, making the total number of shares of class A common stock reserved for issuance under the 2020 Plan 9,000,000 plus the 2010 Plan Carryforward and the 2010 Plan Recycled Shares, subject to adjustment as described below. Prior to the grant of the awards described below under “New Plan Benefits,” as of the Record Date, there were 874,804 shares remaining available for future grants and 4,299,054 shares subject to outstanding restricted stock units or restricted stock awards.

The number of shares reserved under the 2020 Plan will be depleted on the date of grant of an award by the maximum number of shares, if any, with respect to which the award is granted. An award that provides for settlement solely in cash will not cause any depletion of the reserve at the time the award is granted. If the award is later amended, however, to permit or require settlement in shares, then the reserve will be depleted, at the time of the amendment, by the maximum number of shares that may be issued in settlement of the award.

T a b l e o f C o n t e n t s

In general, (a) if an award granted under the 2020 Plan lapses, expires, terminates or is canceled without the issuance of shares under, or the payment of other compensation with respect to shares covered by, the award, (b) if it is determined during or at the conclusion of the term of an award that all or some portion of the shares with respect to which the award was granted will not be issuable, or that other compensation with respect to shares covered by the award will not be payable, (c) if shares are forfeited under an award, or (d) if shares are issued under any award and the Company reacquires them pursuant to rights reserved by the Company upon the issuance of the shares, then such shares may again be used for new awards under the 2020 Plan (except that shares recredited to the reserve pursuant to clause (d) may not be issued pursuant to incentive stock options and no shares may be recredited to the reserve pursuant to clause (d) after the tenth anniversary of the 2020 Plan). However, no shares that are purchased by the Company using proceeds from option exercises, no shares tendered or withheld in payment of the exercise price of options and no shares tendered or withheld to satisfy federal, state or local tax withholding obligations may be recredited to the reserve of shares available for future awards under the 2020 Plan.

If any shares subject to awards granted under the 2010 Plan become available to be recredited to the 2010 Plan’s reserve if such plan were still in effect (but applying the share reserve replenishment provisions described above), then those shares are available for the purpose of granting awards under the 2020 Plan, thereby increasing the reserve.

Award Limits

The maximum number of shares of class A common stock subject to awards granted during a single fiscal year to any non-employee director, taken together with any cash fees paid during the fiscal year to the non-employee director in respect of the director’s service as a member of the Board during such fiscal year (including service as chair or a member or chair of any committees of the Board), shall not exceed such number of Shares as has a total value of $675,000 (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes). The Board may make exceptions to this limit for a non-executive chair of the Board or, in extraordinary circumstances, for other individual non-employee directors, as the Board may determine in its discretion, provided that the director receiving such additional compensation may not participate in the decision to award such compensation.

Options

The Administrator has the authority to grant stock options and to determine all terms and conditions of each stock option. Stock options are granted to participants at such time as the Administrator determines. The Administrator also determines the number of options granted, whether an option is to be an incentive stock option or non-qualified stock option and the grant date for the option, which may not be any date prior to the date that the Administrator approves the grant. The Administrator fixes the option price per share of class A common stock, which may never be less than the fair market value of a share of class A common stock on the date of grant (or, in the case of an incentive stock option granted to a participant who owns more than 10% of the total combined voting power of all classes of stock then issued by the Company or a subsidiary (a “10% Shareholder”), not less than 110% of the fair market value of the shares subject to the stock option as determined on the date of grant). The Administrator determines the expiration date of each option except that the expiration date may not be later than ten years after the date of grant (or, in the case of an incentive stock option granted to a 10% Shareholder, no later than five years after the date of grant). Options are exercisable at such times and are subject to such restrictions and conditions as the Administrator deems necessary or advisable.

T a b l e o f C o n t e n t s

Stock Appreciation Rights

The Administrator has the authority to grant stock appreciation rights. A stock appreciation right granted under the 2020 Plan generally confers on the participant holder a right to receive, upon exercise thereof, the excess of (a) the fair market value of one share of class A common stock on the date of exercise over (b) the grant price of the stock appreciation right as specified by the Administrator, which may not be less than 100% of the fair market value of a share of class A common stock on the date of grant. The Administrator determines all terms and conditions of each stock appreciation right, including the grant price (subject to the foregoing sentence), term, methods of exercise, methods of settlement (including whether the holder of a stock appreciation right will be paid in cash, shares of class A common stock or other consideration), and any other conditions or restrictions on the exercise of any stock appreciation right as it may deem appropriate. No stock appreciation rights have been granted under the 2020 Plan to date.

Performance and Stock Awards

The Administrator has the authority to grant awards of shares of class A common stock, restricted stock, restricted stock units, deferred stock units, performance shares or performance units. Restricted stock means shares of class A common stock that are subject to a risk of cancellation and/or restrictions on transfer, which may lapse upon the achievement or partial achievement of corporate, subsidiary or business unit performance goals established by the Administrator and/or upon the completion of a period of service. Restricted stock unit or deferred stock units means the right to receive cash and/or shares of class A common stock, the value of which is equal to the fair market value of one share to the extent corporate, subsidiary or business unit performance goals established by the Administrator are achieved or upon completion of a period of service or other event. Performance shares means the right to receive shares of class A common stock to the extent corporate, subsidiary or business unit performance goals established by the Administrator are achieved. Performance units means the right to receive cash and/or shares of class A common stock valued in relation to a unit that has a designated dollar value or the value of which is equal to the fair market value of one or more shares of class A common stock, to the extent corporate, subsidiary or business unit performance goals established by the Administrator are achieved.

The Administrator determines all terms and conditions of the awards including (a) the number of shares of class A common stock and/or units to which such award relates, (b) whether performance goals must be achieved for the participant to realize any portion of the benefit provided under the award, (c) the length of the vesting and/or performance period, if any, and, if different, the date that payment of the benefit will be made, (d) with respect to performance units, whether to measure the value of each unit in relation to a designated dollar value or the fair market value of one or more shares of class A common stock, and (e) with respect to performance shares, performance units, restricted stock units and deferred stock units, whether the awards will settle in cash, in shares of class A common stock, or in a combination of the two.

For purposes of the 2020 Plan, performance goals mean any objective or subjective goals the Administrator establishes with respect to an award. A performance goal may, but is not required to, relate to one or more of the following with respect to the Company or any one or more of its subsidiaries, affiliates or other business units: net earnings; net earnings attributable to common shareholders; operating income; income from continuing operations; net sales; cost of sales; gross income; earnings (including before taxes, and/or interest and/or depreciation and amortization); net earnings per share (including diluted earnings per share); price per share; cash flow; net cash provided by operating activities; net cash provided by operating activities less net cash used in investing activities; net operating profit; pre-tax profit; ratio of debt to debt plus equity; return on shareholder equity; total shareholder return; return on capital; return on assets; return on equity; return on investment; return on revenues; operating working capital; working capital as a percentage of net sales; cost of capital; average accounts receivable; economic value added; performance value added; customer satisfaction; customer loyalty and/or retention; employee safety; employee engagement; market share; system reliability; cost structure reduction; regulatory outcomes; cost savings; operating goals; operating margin; profit margin; sales performance; internal sales growth; and synergy savings. The Administrator may establish other performance goals not listed in the 2020 Plan.

T a b l e o f C o n t e n t s

Unless otherwise determined by the Administrator, the relevant measurement of performance as to each performance goal will be computed in accordance with generally accepted accounting principles, if applicable. The Administrator reserves the right to adjust performance goals, or modify the manner of measuring or evaluating a performance goal, for any reason the Administrator determines is appropriate, including but not limited to by excluding the effects of: (a) charges for reorganizing and restructuring; (b) discontinued operations; (c) asset write-downs; (d) gains or losses on the disposition of a business; (e) mergers, acquisitions or dispositions; and (f) extraordinary, unusual and/or nonrecurring items of gain or loss.

Other Stock-Based Awards

The Administrator has the authority to grant other types of awards, which may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, shares of class A common stock, either alone or in addition to or in conjunction with other awards, and payable in shares of class A common stock or cash. Such awards may include shares of unrestricted class A common stock, which may be awarded, without limitation, as a bonus, in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, or upon the attainment of performance goals or otherwise, or rights to acquire shares of class A common stock from the Company. The Administrator determines all terms and conditions of such awards, including the time or times at which such award will be made and the number of shares of class A common stock to be granted pursuant to such award or to which such award will relate. Any award that provides for purchase rights must be priced at 100% of the fair market value of a share of class A common stock on the date of the award.

Incentive Awards

The Administrator has the authority to grant annual and long-term incentive awards. An incentive award is the right to receive a cash payment to the extent performance goals are achieved. The Administrator will determine all terms and conditions of an annual or long-term incentive award, including the performance goals, performance period, the potential amount payable, the type of payment and the timing of payment. The Administrator must require that payment of all or any portion of the amount subject to the incentive award is contingent on the achievement or partial achievement of one or more performance goals during the period the Administrator specifies. The Administrator may specify that performance goals subject to an award are deemed achieved upon a participant's death, disability or retirement, a change in control of the Company or such other circumstances as the Administrator may specify. The performance period for a long-term incentive award must relate to a period of more than one of the Company's fiscal years, except that, if the award is made at the time of commencement of employment with the Company or on the occasion of a promotion, then the award may relate to a shorter period. Payment of an incentive award will be in cash except to the extent the Administrator determines that payment will be in shares of class A common stock or restricted stock, either on a mandatory basis or at the election of the participant receiving the award, having a fair market value at the time of the payment equal to the amount payable according to the terms of the incentive award.

Dividend Rights

No options or stock appreciation rights under the 2020 Plan may entitle participants to receive dividend payments or dividend equivalent payments with respect to shares of class A common stock underlying the options or stock appreciation rights. The Administrator may, however, give participants the right to receive any cash dividends (whether regular or otherwise), stock dividends and other distributions (whether paid in cash or securities), or their equivalents, paid or made with respect to awards other than stock options and stock appreciation rights.

T a b l e o f C o n t e n t s

Amendment of Minimum Vesting and Performance Periods

Notwithstanding the requirements for minimum vesting and/or performance period for an award granted under the 2020 Plan, the 2020 Plan provides that the Administrator may impose, at the time an award is granted or any later date, a shorter vesting and/or performance period to take into account a participant's hire or promotion, or may accelerate the vesting or deem an award earned, in whole or in part, on a participant's death, disability or retirement or a change in control of the Company, all as defined by the Administrator.

Transferability

Awards are not transferable other than by will or the laws of descent and distribution, unless the Administrator allows a participant to (a) designate in writing a beneficiary to exercise the award or receive payment under the award after the participant's death, (b) transfer an award to the former spouse of the participant as required by a domestic relations order incident to a divorce, or (c) transfer an award; provided that the participant may not receive consideration for such a transfer of an award.

Adjustments

If (a) the Company is involved in a merger or other transaction in which shares of class A common stock are changed or exchanged, (b) the Company subdivides or combines shares of class A common stock or declares a dividend payable in shares of class A common stock, other securities or other property, (c) the Company effects a cash dividend that exceeds 10% of the trading price of the shares of class A common stock or any other dividend or distribution in the form of cash or a repurchase of shares of class A common stock that the Board determines is special or extraordinary or that is in connection with a recapitalization or reorganization, or (d) any other event shall occur, which in the case of this clause (d), in the judgment of the Administrator necessitates an adjustment to prevent dilution or enlargement of the benefits intended to be made available under the 2020 Plan, then the Administrator will, in a manner it deems equitable, adjust any or all of (1) the number and type of shares of class A common stock subject to the 2020 Plan and which may, after the event, be made the subject of awards; (2) the number and type of shares of class A common stock subject to outstanding awards; (3) the grant, purchase or exercise price with respect to any award; and (4) the performance goals of an award. In any such case, the Administrator may also provide for a cash payment to the holder of an outstanding award in exchange for the cancellation of all or a portion of the award.

The Administrator may, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, and without affecting the number of shares of class A common stock otherwise reserved or available under the 2020 Plan, authorize the issuance or assumption of awards upon terms it deems appropriate.

Term of Plan

Unless earlier terminated by the Board or the Administrator, the 2020 Plan will remain in effect until the date all shares reserved for issuance have been issued. If the term of the 2020 Plan extends beyond ten years from the date of its latest approval by the shareholders of the Company, then no incentive stock options may be granted after such time unless the shareholders of the Company have approved an extension of the 2020 Plan for that purpose. Termination of the 2020 Plan will not affect the rights of participants with respect to previously granted awards, and all unexpired awards will continue until they lapse or are terminated by their own terms and conditions.

T a b l e o f C o n t e n t s

Termination and Amendment

The Board or the Administrator may amend, alter, suspend, discontinue or terminate the 2020 Plan at any time, subject to the following limitations:

•the Board must approve any amendment to the 2020 Plan if the Company determines such approval is required by prior action of the Board, applicable corporate law or any other applicable law;

•shareholders must approve any amendment to the 2020 Plan if the Company determines that such approval is required by Section 16 of the Securities Exchange Act of 1934, the Internal Revenue Code, the listing requirements of any principal securities exchange or market on which the shares of class A common stock are then traded or any other applicable law; and

•shareholders must approve any amendment to the 2020 Plan that materially increases the number of shares of class A common stock reserved under the 2020 Plan or the limitations stated in the 2020 Plan on the number of shares of class A common stock that participants may receive through an award or that amends the provisions relating to the prohibition on repricing of outstanding options or stock appreciation rights.

The Administrator may modify or amend any award, or waive any restrictions or conditions applicable to any award or the exercise of the award, or amend, modify or cancel any terms and conditions applicable to any award, in each case by mutual agreement of the Administrator and the award holder, so long as any such action does not increase the number of shares of class A common stock issuable under the 2020 Plan. The Administrator need not obtain the award holder's consent for any such action that is permitted by the adjustment provisions of the 2020 Plan or for any such action: (a) to the extent the Administrator deems such action necessary to comply with any applicable law or the listing requirements of any principal securities exchange or market on which the class A common stock is then traded; (b) to the extent the Administrator deems such action is necessary to preserve favorable accounting or tax treatment of any award for the Company; or (c) to the extent the Administrator determines that such action does not materially and adversely affect the value of an award or that such action is in the best interest of the award holder.

The authority of the Board and the Administrator to terminate or modify the 2020 Plan or awards will extend beyond the termination date of the 2020 Plan.

Repricing Prohibited

Except as discussed under the subheading “Adjustments” above, neither the Administrator nor any other person may decrease the exercise price for any outstanding stock option or stock appreciation right after the date of grant, cancel an outstanding stock option or stock appreciation right in exchange for cash (other than cash equal to the excess of the fair market value of the shares subject to such stock option or stock appreciation right at the time of cancellation over the exercise or grant price for such shares), or allow a participant to surrender an outstanding stock option or stock appreciation right to the Company as consideration for the grant of a new stock option or stock appreciation right with a lower exercise price.

Awards Subject to Recoupment and Other Policies

All awards granted under the 2020 Plan, and any shares of class A common stock issued or cash paid pursuant to an award, are subject to (a) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time and (b) any recoupment, clawback, equity holding, stock ownership or similar requirements made applicable to the Company from time to time by law, regulation or listing standards.

T a b l e o f C o n t e n t s

Leaves of Absence

Unless prohibited by law, the Administrator may treat as an individual who is placed on a leave of absence pending termination as having incurred a termination at the beginning of such leave. In addition, the Administrator may suspend vesting under an award held by a participant during the participant’s leave of absence.

Nature of Payments

Any gain realized or income recognized pursuant to awards under the 2020 Plan constitutes a special incentive payment to the participant and will not be taken into account as compensation or otherwise included in the determination of benefits for purposes of any other employee benefit plan of the Company or an affiliate, except as the Administrator otherwise provides. The adoption of the 2020 Plan will have no effect on awards made or to be made under any other benefit plan covering an employee of the Company or an affiliate or any predecessor or successor of the Company or an affiliate.

Certain U.S. Federal Income Tax Consequences

The following summarizes certain U.S. federal income tax consequences relating to the 2020 Plan under current tax law.

Stock Options

The grant of a stock option will create no income tax consequences to the Company or the recipient. A participant who is granted a non-qualified stock option will generally recognize ordinary compensation income at the time of exercise in an amount equal to the excess of the fair market value of the class A common stock at such time over the exercise price. The Company will generally be entitled to a deduction in the same amount and at the same time as ordinary income is recognized by the participant. Upon the participant's subsequent disposition of the shares of class A common stock received with respect to such stock option, the participant will recognize a capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized from the sale differs from the tax basis, i.e., the fair market value of the class A common stock on the exercise date. In general, a participant will recognize no income or gain as a result of exercise of an incentive stock option (except that the alternative minimum tax may apply). Except as described below, the participant will recognize a long-term capital gain or loss on the disposition of the class A common stock acquired pursuant to the exercise of an incentive stock option and the Company will not be allowed a deduction. If the participant fails to hold the shares of class A common stock acquired pursuant to the exercise of an incentive stock option for at least two years from the grant date of the incentive stock option and one year from the exercise date, then the participant will recognize ordinary compensation income at the time of the disposition equal to the lesser of (a) the gain realized on the disposition, or (b) the excess of the fair market value of the shares of class A common stock on the exercise date over the exercise price. The Company will generally be entitled to a deduction in the same amount and at the same time as ordinary income is recognized by the participant. Any additional gain realized by the participant over the fair market value at the time of exercise will be treated as a capital gain.

Stock Appreciation Rights

The grant of a stock appreciation right will create no income tax consequences for the participant or the Company. Upon exercise of a stock appreciation right, the participant will recognize ordinary income equal to the amount of any cash and the fair market value of any shares of class A common stock or other property received, except that if the participant receives an option or shares of restricted stock upon exercise of a stock appreciation right, recognition of income may be deferred in accordance with the rules applicable to such other awards. The Company will generally be entitled to a deduction in the same amount and at the same time as income is recognized by the participant.

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SEC Form DEF 14A filed by Quad Graphics Inc