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1: 10-K Annual Report HTML 2.54M
2: EX-3.2 Amendments to the Amended Bylaws of Quad/Graphics HTML 191K
3: EX-3.3 Amended Bylaws of Quad/Graphics HTML 187K
4: EX-4.6 Amended and Restated Credit Agreement, Dated as of HTML 1.75M
January 4, 2024
5: EX-9.2 Amendment to Voting Trust HTML 37K
6: EX-21 Subsidiaries of Quad/Graphics, Inc. HTML 46K
7: EX-23 Consent of Ernst & Young LLP HTML 34K
11: EX-97 Quad/Graphics Compensation Recovery Policy HTML 48K
8: EX-31.1 Certification of Chief Executive Officer HTML 40K
9: EX-31.2 Certification of Chief Financial Officer HTML 40K
10: EX-32 Written Statement of the CEO and CFO HTML 36K
17: R1 Cover Page HTML 107K
18: R2 Audit Information HTML 40K
19: R3 Consolidated Statements of Operations HTML 107K
20: R4 Consolidated Statements of Comprehensive Income HTML 86K
(Loss)
21: R5 Consolidated Balance Sheets HTML 162K
22: R6 Consolidated Balance Sheets (Parenthetical) HTML 56K
23: R7 Consolidated Statements of Cash Flows HTML 131K
24: R8 Consolidated Statements of Shareholders' Equity HTML 95K
25: R9 Consolidated Statements of Shareholders' Equity HTML 37K
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Accounting Policies
27: R11 Revenue Recognition (Notes) HTML 88K
28: R12 Restructuring, Impairment and Transaction-Related HTML 93K
Charges
29: R13 Goodwill and Other Intangible Assets HTML 92K
30: R14 Receivables HTML 46K
31: R15 Inventories HTML 43K
32: R16 Property, Plant and Equipment HTML 49K
33: R17 Other Current and Long-Term Liabilities HTML 68K
34: R18 Commitments and Contingencies HTML 40K
35: R19 Debt HTML 90K
36: R20 Leases HTML 139K
37: R21 Income Taxes HTML 125K
38: R22 Financial Instruments and Fair Value Measurements HTML 78K
39: R23 Employee Retirement Plans HTML 162K
40: R24 Earnings Per Share HTML 52K
41: R25 Equity Incentive Programs HTML 74K
42: R26 Shareholders' Equity HTML 67K
43: R27 Accumulated Other Comprehensive Loss HTML 74K
44: R28 Segment Information HTML 106K
45: R29 Geographic Area Information HTML 74K
46: R30 Subsequent Events HTML 37K
47: R31 Insider Trading Arrangements HTML 41K
48: R32 Basis of Presentation and Summary of Significant HTML 132K
Accounting Policies (Policies)
49: R33 Basis of Presentation and Summary of Significant HTML 54K
Accounting Policies (Tables)
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51: R35 Restructuring, Impairment and Transaction-Related HTML 80K
Charges (Tables)
52: R36 Goodwill and Other Intangible Assets (Tables) HTML 98K
53: R37 Receivables (Tables) HTML 44K
54: R38 Inventories (Tables) HTML 44K
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56: R40 Other Current and Long-Term Liabilities (Tables) HTML 68K
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58: R42 Leases (Tables) HTML 93K
59: R43 Income Taxes (Tables) HTML 126K
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62: R46 Earnings Per Share (Tables) HTML 51K
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65: R49 Accumulated Other Comprehensive Loss (Tables) HTML 76K
66: R50 Segment Information (Tables) HTML 101K
67: R51 Geographic Area Information (Tables) HTML 75K
68: R52 Basis of Presentation and Summary of Significant HTML 43K
Accounting Policies (Equity Method and Cost Method
Investments) (Details)
69: R53 Basis of Presentation and Summary of Significant HTML 53K
Accounting Policies (Narrative) (Details)
70: R54 Basis of Presentation and Summary of Significant HTML 47K
Accounting Policies (Concentration Risk) (Details)
71: R55 Basis of Presentation and Summary of Significant HTML 47K
Accounting Policies (Property, Plant and
Equipment) (Details)
72: R56 Basis of Presentation and Summary of Significant HTML 56K
Accounting Policies (Supplemental Cash Flow
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73: R57 Revenue Recognition (Disaggregation of Revenue) HTML 76K
(Details)
74: R58 Revenue Recognition (Costs to Obtain Contracts) HTML 41K
(Details)
75: R59 Revenue Recognition (Practical Expedients) HTML 37K
(Details)
76: R60 Restructuring, Impairment and Transaction-Related HTML 47K
Charges (Schedule of Restructuring Costs)
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77: R61 Restructuring, Impairment and Transaction-Related HTML 69K
Charges (Restructuring Activities) (Details)
78: R62 Restructuring, Impairment and Transaction-Related HTML 88K
Charges (Schedule of Restructuring Reserves)
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79: R63 Goodwill and Other Intangible Assets (Narrative) HTML 43K
(Details)
80: R64 Goodwill and Other Intangible Assets (Schedule of HTML 59K
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81: R65 Goodwill and Other Intangible Assets (Schedule of HTML 57K
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82: R66 Goodwill and Other Intangible Assets (Schedule of HTML 49K
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83: R67 Receivables - Narrative (Details) HTML 37K
84: R68 Receivables - Credit Loss Allowance Rollforward HTML 42K
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86: R70 Property, Plant and Equipment - Components of HTML 53K
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87: R71 Property, Plant and Equipment - Narrative HTML 39K
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88: R72 Other Current and Long-Term Liabilities (Details) HTML 69K
89: R73 Commitments and Contingencies (Details) HTML 37K
90: R74 Debt (Components of Long-term Debt) (Details) HTML 68K
91: R75 Debt (Narrative) (Details) HTML 160K
92: R76 Debt (Schedule of Debt Issuance Costs) (Details) HTML 40K
93: R77 Debt (Debt Covenant Compliance) (Details) HTML 80K
94: R78 Debt (Schedule of Maturities of Long-term Debt) HTML 49K
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95: R79 Leases (Narrative) (Details) HTML 39K
96: R80 Leases (Lease Information) (Details) HTML 70K
97: R81 Leases (Schedule of Capital Leased Assets) HTML 42K
(Details)
98: R82 Leases (Schedule of Future MinimumLease Payments) HTML 83K
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99: R83 Income Taxes (Income (Loss) Before Taxes) HTML 45K
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100: R84 Income Taxes (Components of Income Tax Expense HTML 58K
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101: R85 Income Taxes (Effective Income Tax Rate HTML 64K
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102: R86 Income Taxes (Narrative) (Details) HTML 41K
103: R87 Income Taxes (Components of Deferred Tax Assets HTML 92K
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104: R88 Income Taxes (Income Tax Uncertainties) (Details) HTML 68K
105: R89 Financial Instruments and Fair Value Measurements HTML 120K
- Interest Rate Swap Information (Details)
106: R90 Employee Retirement Plans (Narrative) (Details) HTML 115K
107: R91 Employee Retirement Plans (Net Periodic Benefit HTML 49K
Cost) (Details)
108: R92 Employee Retirement Plans (Reconciliation of HTML 63K
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109: R93 Employee Retirement Plans (Accumulated Benefit HTML 58K
Obligations, Amounts Recognized on Balance Sheets,
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110: R94 Employee Retirement Plans (Weighted Average HTML 45K
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111: R95 Employee Retirement Plans (Estimated Contributions HTML 52K
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112: R96 Employee Retirement Plans (Plan Assets and HTML 95K
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113: R97 Earnings Per Share - Narrative (Details) HTML 39K
114: R98 Earnings Per Share - Schedule of Calculation of HTML 67K
Numerator and Denominator in Earnings Per Share
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115: R99 Equity Incentive Programs (Additional Information) HTML 94K
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116: R100 Equity Incentive Programs (Schedule of HTML 53K
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117: R101 Equity Incentive Programs (Schedule of Restricted HTML 69K
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118: R102 Equity Incentive Programs (Deferred Stock Unit HTML 53K
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119: R103 Shareholders' Equity (Schedule of Stock by Class) HTML 61K
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120: R104 Shareholders' Equity (Shareholders' Equity HTML 67K
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(Details)
122: R106 Accumulated Other Comprehensive Loss HTML 67K
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123: R107 Segment Information (Summary of Segment HTML 81K
Information) (Details)
124: R108 Segment Information (Reconciliation of Operating HTML 49K
Profit from Segment to Consolidated) (Details)
125: R109 Segment Information (Assets by Segment) (Details) HTML 55K
126: R110 Geographic Area Information (Net Sales and HTML 73K
Long-Lived Assets by Geographic Region) (Details)
127: R111 Subsequent Events (Details) HTML 39K
129: XML IDEA XML File -- Filing Summary XML 247K
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1.Purpose. The purpose of this Compensation Recovery Policy (this “Policy”) is to describe the circumstances under which Quad/Graphics, Inc. (the “Company”) is required to recover certain compensation paid to certain employees. Any references in compensation plans, agreements, equity awards or other policies to the Company’s “recoupment”, “clawback” or similarly-named policy
shall be deemed to refer to this Policy with respect to Incentive-Based Compensation Received on or after the Effective Date. With respect to Incentive-Based Compensation Received prior to the Effective Date, such references to the Company’s “recoupment”, “clawback” or similarly-named policy in compensation plans, agreements, equity awards or other policies shall be deemed to refer to the Company’s “recoupment,”“clawback” or similarly-named policy, if any, in effect prior to the Effective Date.
2.Mandatory Recovery of Compensation. In the event that the Company
is required to prepare an Accounting Restatement, the Company shall recover reasonably promptly the amount of Erroneously Awarded Compensation.
3.Definitions. For purposes of this Policy, the following terms, when capitalized, shall have the meanings set forth below:
(a)“Accounting Restatement” shall mean any accounting restatement required due to material noncompliance of the Company with any financial reporting requirement under the securities laws, including to correct an error in previously issued financial statements that
is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
(b)“Covered Officer” shall mean the Company’s president; principal financial officer; principal accounting officer (or if there is no such accounting officer, the controller); any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance); any other officer who performs a significant policy-making function; or any other person who performs similar significant policy-making functions
for the Company.
(d)“Erroneously Awarded Compensation” shall mean the excess of (i) the amount of Incentive-Based Compensation Received by a person (A) after beginning service as a Covered Officer, (B) who served as a Covered Officer at any time during the performance period for that Incentive-Based Compensation, (C) while the Company has a class of securities listed on a national securities exchange or a
national securities association and (D) during the Recovery Period; over (ii) the Recalculated Compensation. For the avoidance of doubt, a person who served as a Covered Officer during the periods set forth in clauses (A) and (B) of the preceding sentence shall continue to be subject to this Policy even after such person’s service as a Covered Officer has ended.
(e)“Incentive-Based Compensation” shall mean any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. A financial reporting measure is a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived
wholly or in part from such measures, regardless of whether such measure is presented within the financial statements or included in a filing with the Securities and Exchange Commission. Each of stock price and total shareholder return is a financial reporting measure. For the avoidance of doubt, incentive-based compensation subject to this Policy does not include stock options, restricted stock, restricted stock units or similar equity-based awards for which the grant is not contingent upon achieving any financial reporting measure performance goal and vesting is contingent solely upon completion of a specified employment period and/or attaining one or more non-financial reporting measures.
(f)“Recalculated Compensation” shall mean the amount of Incentive-Based Compensation that otherwise would have been Received had
it been determined based on the restated amounts in the Accounting Restatement, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of the Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of the Recalculated Compensation must be
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based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return, as the case may be, on the compensation Received. The Company must maintain documentation of the
determination of that reasonable estimate and provide such documentation to the national securities exchange or association on which its securities are listed.
(g)Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the financial reporting measure specified in the award of such Incentive-Based Compensation is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
(h)“Recovery Period” shall mean the three completed fiscal years of the
Company immediately preceding the date the Company is required to prepare an Accounting Restatement; provided that the Recovery Period shall not begin before the Effective Date. For purposes of determining the Recovery Period, the Company is considered to be “required to prepare an Accounting Restatement” on the earlier to occur of: (i) the date the Company’s Board of Directors, a committee thereof, or the Company’s authorized officers conclude, or reasonably should have concluded, that the Company is required to prepare an Accounting
Restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement. If the Company changes its fiscal year, then the transition period within or immediately following such three completed fiscal years also shall be included in the Recovery Period, provided that if the transition period between the last day of the Company’s prior fiscal year end and the first day of its new fiscal year comprises a period of nine to 12 months, then such transition period shall instead be deemed one of the three completed fiscal years and shall not extend the length of the Recovery Period.
4.Exceptions. Notwithstanding
anything to the contrary in this Policy, recovery of Erroneously Awarded Compensation will not be required to the extent the Company’s committee of independent directors responsible for executive compensation decisions (or a majority of the independent directors on the Company’s board of directors in the absence of such a committee) has made a determination that such recovery would be impracticable and one of the following conditions have been satisfied:
(a)The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation that
was Incentive-Based Compensation based on the expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the national securities exchange or association on which its securities are listed.
(b)Recovery would violate home country law where, with respect to Incentive-Based Compensation, that law was adopted prior to November 28, 2022; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation that was Incentive-Based Compensation based on violation of home country law, the
Company must obtain an opinion of home country counsel, acceptable to the national securities exchange or association on which its securities are listed, that recovery would result in such a violation, and must provide such opinion to the exchange or association.
(c)Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
5.Manner of Recovery. In addition to any other actions permitted by law or contract,
the Company may take any or all of the following actions to recover any Erroneously Awarded Compensation: (a) require the Covered Officer to repay such amount; (b) offset such amount from any other compensation owed by the Company or any of its affiliates to the Covered Officer, regardless of whether the contract or other documentation governing such other compensation specifically permits or specifically prohibits such offsets; and (c) subject to Section 4(c), to the extent the Erroneously Awarded Compensation was deferred into a plan of deferred compensation, whether or not qualified, forfeit such amount (as well as the earnings on such amounts) from the Covered Officer’s balance in such plan, regardless
of whether the plan specifically permits or specifically prohibits such forfeiture. If the Erroneously Awarded Compensation consists of shares of the Company’s common stock, and the Covered Officer still owns such shares, then the Company may satisfy its recovery obligations by requiring the Covered Officer to transfer such shares back to the Company.
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6.Other.
(a)This
Policy shall be administered and interpreted, and may be amended from time to time, by the Company’s board of directors or any committee to which the board may delegate its authority in its sole discretion in compliance with the applicable listing standards of the national securities exchange or association on which the Company’s securities are listed, and the determinations of the board or such committee shall be binding on all Covered Officers.
(b)The Company shall not indemnify any Covered Officer against the loss of Erroneously Awarded Compensation.
(c)The
Company shall file all disclosures with respect to this Policy in accordance with the requirements of the Federal securities laws, including disclosure required by the Securities and Exchange Commission filings.
(d)Any right to recovery under this Policy shall be in addition to, and not in lieu of, any other rights of recovery that may be available to the Company.
