Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 18, 2020, Quad/Graphics, Inc. (the "Company") held its 2020 annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted on the following proposals:



•The election of all nine directors to the Company's Board of Directors for a
one-year term to expire at the Company's 2021 annual meeting of shareholders;
•To approve the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan (the "2020
Omnibus Plan"); and
•To approve, on an advisory basis, the compensation of the Company's named
executive officers as described in the Company's 2020 proxy statement.

As of the March 12, 2020 record date for the determination of the shareholders
entitled to notice of, and to vote at, the Annual Meeting, 40,227,708 shares of
the Company's class A common stock were outstanding and eligible to vote with an
aggregate of 40,227,708 votes; and 13,556,858 shares of the Company's class B
common stock were outstanding and eligible to vote with an aggregate of
135,568,580 votes. Approximately 88.75% of all votes were represented at the
Annual Meeting in person or by proxy. The following are the final votes on the
matters presented for shareholder consideration at the Annual Meeting:

Election of Directors



The shareholders elected Mark A. Angelson, Douglas P. Buth, John C. Fowler,
Stephen M. Fuller, Christopher B. Harned, J. Joel Quadracci, Kathryn Quadracci
Flores, Jay O. Rothman and John S. Shiely as directors for a one-year term to
expire at the Company's 2021 annual meeting of shareholders. The results of the
vote were as follows:
                                                   For                                                                     Withheld                                                   Broker Non-Votes
          Name                      Votes                Percentage(1)                  Votes                   Percentage               Votes               Percentage(2)
Mark A. Angelson                154,805,440                       99.22  %               1,220,387                     0.78  %                -                         N/A
Douglas P. Buth                 153,267,249                       98.23  %               2,758,578                     1.77  %                -                         N/A
John C. Fowler                  144,542,809                       92.64  %              11,483,018                     7.36  %                -                         N/A
Stephen M. Fuller               154,573,005                       99.07  %               1,452,822                     0.93  %                -                         N/A
Christopher B. Harned           149,422,714                       95.77  %               6,603,113                     4.23  %                -                         N/A
J. Joel Quadracci               151,480,584                       97.09  %               4,545,243                     2.91  %                -                         N/A
Kathryn Quadracci Flores        149,645,073                       95.91  %               6,380,754                     4.09  %                -                         N/A
Jay O. Rothman                  149,453,772                       95.79  %               6,572,055                     4.21  %                -                         N/A
John S. Shiely                  152,586,552                       97.80  %               3,439,275                     2.20  %                -                         N/A



2020 Omnibus Plan

The shareholders approved the 2020 Omnibus Plan. The results of the vote were as
follows:
                      For                                                                              Against                                                                             Abstain                                  Broker Non-Votes
      Votes                   Percentage(1)                    Votes                   Percentage(1)                   Votes                   Percentage(1)                 Votes                  Percentage(2)
    148,595,821                         95.24  %                6,934,011                         4.44  %                495,995                          0.32  %                   -                           N/A

Advisory Vote on Executive Compensation

The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers as described in the Company's 2020 proxy statement. The results of the vote were as follows:


                      For                                                                              Against                                                                             Abstain                                  Broker Non-Votes
      Votes                   Percentage(1)                    Votes                   Percentage(1)                   Votes                   Percentage(2)                 Votes                  Percentage(2)
    151,162,765                         97.21  %                4,345,179                         2.79  %                517,883                           N/A                      -                           N/A


_______________
(1)Based on a total of all votes received and eligible to be counted as voted on
this proposal at the Annual Meeting.
(2)"N/A" means that abstentions and/or broker non-votes do not have any effect
on the voting results on this proposal.
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