QUAD Quad/Graphics, Inc. - 8-K

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

On May 20, 2026, the Company held its 2026 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 director nominees to the Company’s Board of Directors for a one-year term to expire at the Company’s 2027 annual meeting of shareholders; and

• An advisory vote to approve the compensation of the Company’s named executive officers.

As of the March 18, 2026 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 37,588,767 shares of the Company’s class A common stock were outstanding and eligible to vote with an aggregate 37,588,767 votes; and 13,261,983 shares of the Company’s class B common stock were outstanding and eligible to vote with an aggregate of 132,619,830 votes. Approximately 90.0% 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 Douglas P. Buth, Beth-Ann Eason, Dr. Kathryn Quadracci Flores, John C. Fowler, Stephen M. Fuller, Christopher B. Harned, Melanie A. Huet, J. Joel Quadracci and Jay O. Rothman as directors for a one-year term to expire at the Company’s 2027 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)

Douglas P. Buth

140,352,377

91.68

%

12,743,017

8.32

%

—

N/A

Beth-Ann Eason

144,066,002

94.10

%

9,029,392

5.90

%

—

N/A

Kathryn Quadracci Flores

144,066,632

94.10

%

9,028,762

5.90

%

—

N/A

John C. Fowler

140,966,758

92.08

%

12,128,636

7.92

%

—

N/A

Stephen M. Fuller

142,429,653

93.03

%

10,665,741

6.97

%

—

N/A

Christopher B. Harned

144,244,189

94.22

%

8,851,205

5.78

%

—

N/A

Melanie A. Huet

142,449,408

93.05

%

10,645,986

6.95

%

—

N/A

J. Joel Quadracci

143,913,452

94.00

%

9,181,942

6.00

%

—

N/A

Jay O. Rothman

145,034,560

94.73

%

8,060,834

5.27

%

—

N/A

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The shareholders approved the compensation of the Company’s named executive officers. The results of the advisory vote were as follows:

For

Against

Abstain

Broker Non-Votes

Votes

Percentage (1)

Votes

Percentage

Votes

Percentage (2)

Votes

Percentage (2)

150,061,993

98.05

%

2,987,029

1.95

%

46,372

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.

2