QUAD/GRAPHICS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Time and Date:

Monday, May 23, 2022 at 10:00 a.m. Central Time

Place:

Quad/Graphics, Inc., N61 W23044 Harry's Way, Sussex, Wisconsin 53089. However, we will provide webcast and telephone access to our 2022 Annual Meeting of Shareholders.

We strongly encourage our shareholders to access the Annual Meeting via webcast or telephone, rather than attending the meeting in person.

The 2022 Annual Meeting will only cover the necessary business items, and there will be no shareholder presentation and no question and answer session.

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; and

  • 2. 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 17, 2022.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials (i.e., proxy statement, 2021 annual report to shareholders and proxy card) over the internet. On or about April 13, 2022, 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 will expedite the receipt of proxy materials by our shareholders, ensure that proxy materials remain easily accessible to our shareholders, lower costs and reduce 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 2022 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 13, 2022.

Your vote is very important to us, regardless of how many shares you own. Please complete, date and sign the proxy card and submit the proxy card via the internet, by telephone, or by mail in accordance with the instructions provided on the proxy card. Please note that shareholders will not be able to vote or revoke a proxy through the live webcast or telephone access, nor participate actively. Therefore, to ensure that every vote is counted at the 2022 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.

By Order of the Board of Directors

Jennifer J. Kent

Executive Vice President,

Chief People & Legal Officer and Secretary April 13, 2022

Important notice regarding the availability of proxy materials for the shareholders' meeting to be held on May 23, 2022: The proxy statement and 2021 Annual Report to Shareholders are available at:http://quad.com/investors.

TABLE OF CONTENTS

Page No.

SUMMARY OF PROXY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

PROXY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

STOCK OWNERSHIP OF MANAGEMENT AND OTHERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

COMPENSATION OF EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

2021 SUMMARY COMPENSATION TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

GRANTS OF PLAN BASED AWARDS IN 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

OPTION EXERCISES AND STOCK VESTED IN 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

2021 PENSION BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

2021 NONQUALIFIED DEFERRED COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

COMPENSATION COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

QUAD/GRAPHICS, 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 2022 Annual Meeting of the shareholders of Quad/Graphics, Inc. (the "Company", "Quad", "we", "our", "us", or similar terms), so we ask that you read the entire proxy statement carefully. Page references are provided to help you quickly find further information.

2022 Annual Meeting of Shareholders

Date and Time:

May 23, 2022 at 10:00 a.m. Central Time

Place:

N61 W23044 Harry's Way

Sussex, Wisconsin 53089

However, we will provide webcast and telephone access to the Annual Meeting of Shareholders to be held on Monday, May 23, 2022, at 10:00 A.M., Central Time, and all adjournments or postponements thereof (the "Annual Meeting").

We strongly encourage our shareholders to access the Annual Meeting via webcast or telephone, rather than attending the meeting in person.

The Annual Meeting will only cover the necessary business items, and there will be no shareholder presentation and no question and answer session.

Shareholders can pre-register for the webcast by navigating tohttps://dpregister.com/sreg/10165087/ f21cf78826. Participants will be given a unique PIN to gain immediate access to the Annual Meeting on May 23, 2022, bypassing the live operator. Participants may pre-register at any time, including up to and after the Annual Meeting start time.

Alternatively, participants without internet access may dial in on the day of the Annual Meeting as follows:

  • • U.S. Toll-Free: 1-877-328-5508

  • • International Toll: 1-412-317-5424

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 17, 2022 (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.

  • • Five out of our nine 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.

  • • We are committed to proactively addressing environmental, social and governance matters.

Additional information about our corporate governance policies and practices, including our efforts to drive positive, sustainable change in our business and in the world, can be found at pages 8 - 13 of this proxy statement.

Voting Matters

Voting Standard to Approve ProposalProposal

1. Election of Directors

The Board's Voting Recommendations "FOR" each nominee

(assuming a quorum is present)

Plurality of Votes Cast

Treatment of Abstentions and Broker Non-Votes Not counted as votes cast and therefore have no effect

Election of Directors

We elect our directors on an annual basis. The Board currently consists of nine directors.

Director Nominee

Age Director Since Independent

J. Joel Quadracci

53

2003

Kathryn Quadracci Flores

54

2013

Mark A. Angelson

71

2015

X

Douglas P. Buth

67

2005

X

John C. Fowler

71

2016

Stephen M. Fuller

61

2016

X

Christopher B. Harned

59

2005

Jay O. Rothman

62

2017

X

John S. Shiely

69

1996

X

Director Tenure

We have added four new directors since 2015, three 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 5 - 7 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.

  • • 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.

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Disclaimer

Quad/Graphics Inc. published this content on 14 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2022 19:45:01 UTC.