R. R. DONNELLEY & SONS COMPANY Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On
its 2020 Annual Meeting of Stockholders.
(b) The following matters were voted upon at the Annual Meeting of Stockholders.
(1) The election of the nominees for Directors was voted on by the
Stockholders. The nominees, all of whom were elected, were Irene M.
Esteves, Susan M. Gianinno , Daniel L. Knotts , Timothy R. McLevish , Jamie
Moldafsky , P. Cody Phipps , John C. Pope and James Ray , Jr. The Inspector
of Elections certified the following vote tabulations:
FOR AGAINST ABSTAIN NON-VOTES UNCAST
Irene M. Esteves 28,529,501 12,787,220 279,401 17,117,107 N/A
Susan M. Gianinno 24,758,095 16,553,237 284,790 17,117,107 N/A
Daniel L. Knotts 30,472,047 10,843,591 280,484 17,117,107 N/A
Timothy R. McLevish 29,212,941 12,097,160 286,021 17,117,107 N/A
Jamie Moldafsky 28,514,596 12,797,755 283,771 17,117,107 N/A
P. Cody Phipps 29,007,325 12,303,214 285,583 17,117,107 N/A
John C. Pope 24,323,426 16,989,771 282,925 17,117,107 N/A
James Ray, Jr. 39,591,055 1,716,907 288,160 17,117,107 N/A
(2) The Stockholders voted to approve the advisory resolution on executive
compensation. The Inspector of Elections certified the following vote
tabulation:
FOR AGAINST ABSTAIN NON-VOTES UNCAST
39,470,989 1,809,459 315,674 17,117,107 N/A
(3) The Stockholders voted to approve the Second Amended & Restated 2017
Performance Incentive Plan. The Inspector of Elections certified the
following vote tabulation:
FOR AGAINST ABSTAIN NON-VOTES UNCAST
31,940,244 9,083,793 572,085 17,117,107 N/A
(4) The Stockholders voted to ratify the Audit Committee's appointment of
Deloitte & Touche LLP as the Company's independent registered public
account firm for fiscal year 2021. The Inspector of Elections certified
the following vote tabulation:
FOR AGAINST ABSTAIN NON-VOTES UNCAST
58,137,117 277,427 298,685 N/A N/A
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