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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Donnelley Fin’l Solutions, Inc. 10-K 12/31/23 114:18M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.18M
2: EX-10.42 Material Contract HTML 50K
3: EX-21.1 Subsidiaries List HTML 40K
4: EX-23.1 Consent of Expert or Counsel HTML 33K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 49K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
11: R1 Document and Entity Information HTML 105K
12: R2 Consolidated Statements of Operations HTML 105K
13: R3 Consolidated Statements of Comprehensive Income HTML 60K
14: R4 Consolidated Balance Sheets HTML 146K
15: R5 Consolidated Balance Sheets (Parenthetical) HTML 56K
16: R6 Consolidated Statements of Cash Flows HTML 153K
17: R7 Consolidated Statements of Equity HTML 83K
18: R8 Pay vs Performance Disclosure HTML 45K
19: R9 Insider Trading Arrangements HTML 55K
20: R10 Overview, Basis of Presentation and Significant HTML 168K
Accounting Policies
21: R11 Revenue HTML 143K
22: R12 Acquisitions and Dispositions HTML 40K
23: R13 Goodwill and Other Intangible Assets, net HTML 81K
24: R14 Leases HTML 156K
25: R15 Restructuring, Impairment and Other Charges, net HTML 163K
26: R16 Retirement Plans HTML 291K
27: R17 Commitments and Contingencies HTML 38K
28: R18 Income Taxes HTML 247K
29: R19 Debt HTML 85K
30: R20 Earnings per Share HTML 67K
31: R21 Share-Based Compensation HTML 167K
32: R22 Capital Stock HTML 59K
33: R23 Comprehensive Income HTML 150K
34: R24 Segment Information HTML 191K
35: R25 Geographic Area Information HTML 97K
36: R26 Overview, Basis of Presentation and Significant HTML 240K
Accounting Policies (Policies)
37: R27 Overview, Basis of Presentation and Significant HTML 118K
Accounting Policies (Tables)
38: R28 Revenue (Tables) HTML 124K
39: R29 Goodwill and Other Intangible Assets, net (Tables) HTML 83K
40: R30 Leases (Tables) HTML 153K
41: R31 Restructuring, Impairment and Other Charges, net HTML 160K
(Tables)
42: R32 Retirement Plans (Tables) HTML 281K
43: R33 Income Taxes (Tables) HTML 243K
44: R34 Debt (Tables) HTML 66K
45: R35 Earnings per Share (Tables) HTML 65K
46: R36 Share-Based Compensation (Tables) HTML 156K
47: R37 Capital Stock (Tables) HTML 49K
48: R38 Comprehensive Income (Tables) HTML 153K
49: R39 Segment Information (Tables) HTML 182K
50: R40 Geographic Area Information (Tables) HTML 98K
51: R41 Overview, Basis of Presentation and Significant HTML 92K
Accounting Policies - Additional Information
(Details)
52: R42 Overview, Basis of Presentation and Significant HTML 43K
Accounting Policies - Summary of Current Expected
Credit Loss Reserve (Details)
53: R43 Overview, Basis of Presentation and Significant HTML 42K
Accounting Policies - Summary of Current Expected
Credit Loss Reserve (Details 1)
54: R44 Overview, Basis of Presentation and Significant HTML 40K
Accounting Policies - Components of Inventories,
Net (Details)
55: R45 Overview, Basis of Presentation and Significant HTML 48K
Accounting Policies - Components of Company's
Property, Plant and Equipment (Details)
56: R46 Overview, Basis of Presentation and Significant HTML 46K
Accounting Policies - Schedule of Accrued
Liabilities (Details)
57: R47 Revenue - Schedule of Disaggregation of Revenue HTML 60K
between Tech-Enabled Services, Software Solutions
and Print and Distribution by Reportable Segment
(Details)
58: R48 Revenue - Additional Information (Details) HTML 41K
59: R49 Revenue (Additional Information 1) (Details) HTML 40K
60: R50 Revenue - Changes in Contract Liabilities HTML 41K
(Details)
61: R51 Acquisitions and Dispositions - Additional HTML 55K
Information (Details)
62: R52 Goodwill and Other Intangible Assets - Balances of HTML 62K
Goodwill by Reporting Segment (Details)
63: R53 Goodwill and Other Intangible Assets - Additional HTML 46K
Information (Details)
64: R54 Goodwill and Other Intangible Assets - Components HTML 46K
of Other Intangible Assets (Detail)
65: R55 Goodwill and Other Intangible Assets - Schedule of HTML 35K
Estimated Annual Amortization Expense Related to
Other Intangible Assets (Detail)
66: R56 Leases - Additional Information (Details) HTML 49K
67: R57 Leases - Summary of Components of Lease Expense HTML 46K
(Details)
68: R58 Leases - Summary of Company's Finance Lease HTML 48K
Liabilities Presented on Audited Consolidated
Balance Sheets (Details)
69: R59 Leases - Summary of Other Information Related to HTML 55K
Operating Leases (Details)
70: R60 Leases - Summary of Maturities of Lease HTML 73K
Liabilities for Operating and Finance Leases
(Details)
71: R61 Restructuring, Impairment and Other Charges, net - HTML 65K
Schedule of Restructuring, Impairment and Other
Charges by Segment Recognized in Results of
Operations (Details)
72: R62 Restructuring, Impairment and Other Charges, net - HTML 44K
Additional Information (Details)
73: R63 Restructuring, Impairment and Other Charges, net - HTML 46K
Schedule of Changes in the Employee Terminations
Liability (Details)
74: R64 Retirement Plans - Additional Information HTML 74K
(Details)
75: R65 Retirement Plans - Components of Estimated Net HTML 52K
Periodic Benefit Income (Detail)
76: R66 Retirement Plans - Reconciliation of Funded Status HTML 73K
(Details)
77: R67 Retirement Plans - Amount Recognized on HTML 47K
Consolidated and Combined Balance Sheets (Details)
78: R68 Retirement Plans - Amounts in Accumulated Other HTML 39K
Comprehensive Loss (Details)
79: R69 Retirement Plans - Amounts Recognized in Other HTML 50K
Comprehensive (Loss) Income (Details)
80: R70 Retirement Plans - Weighted Average Assumptions HTML 41K
Used to Determine Benefit Obligation (Details)
81: R71 Retirement Plans - Expected Benefit Payments HTML 50K
(Details)
82: R72 Retirement Plans - Allocation of Plan Assets, HTML 57K
Pension Plan (Details)
83: R73 Commitments and Contingencies - Additional HTML 36K
Information (Details)
84: R74 Income Taxes - Components of (Loss) Earnings from HTML 43K
Operations Before Income Taxes (Details)
85: R75 Income Taxes - Components of Income Tax Expense HTML 59K
(Benefit) from Operations (Details)
86: R76 Income Taxes - Reconciliation from U.S. Federal HTML 64K
Statutory Tax Rate to Effective Tax Rate (Details)
87: R77 Income Taxes - Additional Information (Details) HTML 59K
88: R78 Income Taxes - Schedule of Significant Deferred HTML 74K
Tax Assets and Liabilities (Details)
89: R79 Income Taxes - Schedule of Transactions Affecting HTML 39K
Valuation Allowance on Deferred Tax Assets
(Details)
90: R80 Income Taxes - Unrecognized Tax Benefits (Details) HTML 44K
91: R81 Debt - Schedule of the Company's Debt (Details) HTML 54K
92: R82 Debt - Additional Information (Details) HTML 104K
93: R83 Debt - Summary of Interest Expense, Net (Details) HTML 44K
94: R84 Earnings per Share - Reconciliation of Numerator HTML 66K
and Denominator of Basic and Diluted Earnings per
Share Calculation and Anti-dilutive Share-based
Awards (Detail)
95: R85 Share-Based Compensation - Additional Information HTML 96K
(Details)
96: R86 Share-Based Compensation - Summary of Stock Option HTML 75K
Awards Outstanding (Details)
97: R87 Share-Based Compensation - Summary of Nonvested HTML 63K
Restricted Stock Unit Awards (Details)
98: R88 Share-Based Compensation - Summary of Nonvested HTML 63K
Performance Share Units (Details)
99: R89 Share-Based Compensation - Schedule of performance HTML 108K
period of shares award (Details)
100: R90 Share-Based Compensation - Schedule of performance HTML 34K
period of shares award (Parenthetical) (Details)
101: R91 Capital Stock - Additional Information (Details) HTML 61K
102: R92 Capital Stock - Summary of Stock Repurchases HTML 40K
(Details)
103: R93 Comprehensive Income - Schedule of Components of HTML 50K
Other Comprehensive (Loss) Income and Income Tax
Expense (Benefit) Allocated to Each Component
(Details)
104: R94 Comprehensive Income - Schedule of Changes in HTML 61K
Accumulated Other Comprehensive Loss (Details)
105: R95 Comprehensive Income - Reclassifications from HTML 51K
Accumulated Other Comprehensive Loss, Amortization
of Pension Plan Cost (Details)
106: R96 Segment Information - Additional Information HTML 37K
(Details)
107: R97 Segment Information - Schedule of Segment HTML 86K
Reporting Information (Details)
108: R98 Segment Information - Schedule of Corporate Assets HTML 45K
(Details)
109: R99 Geographic Area Information - Schedule of Net HTML 55K
Sales and Long-lived Assets by Geographic Region
(Details)
111: XML IDEA XML File -- Filing Summary XML 220K
114: XML XBRL Instance -- dfin-20231231_htm XML 5.07M
110: EXCEL IDEA Workbook of Financial Report Info XLSX 224K
10: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 5.02M
Linkbases Document -- dfin-20231231
112: JSON XBRL Instance as JSON Data -- MetaLinks 748± 1.19M
113: ZIP XBRL Zipped Folder -- 0000950170-24-017094-xbrl Zip 627K
| EX-97.1 |
Exhibit 97.1
DONNELLEY FINANCIAL SOLUTIONS, INC.
POLICY FOR THE RECOVERY OF
ERRONEOUSLY AWARDED INCENTIVE-BASED COMPENSATION
I. BACKGROUND
Donnelley Financial Solutions, Inc. (the “Company”) has adopted this policy (this “Policy”) to provide for the recovery or “clawback” of certain incentive compensation in the event of a Restatement. This Policy is intended to comply with, and will be interpreted to be consistent with, the requirements of Section 303A.14 of the New York Stock Exchange (the “NYSE”) Listed Company Manual (the “Listing Standard”). Certain terms used in this Policy are defined in Section VIII below.
II. PURPOSE
This Policy sets forth the conditions under which the Company is required to recover erroneously awarded Incentive-Based Compensation received by current or former Executive Officers of the Company. The Company shall recover reasonably promptly the amount of erroneously awarded Incentive-Based Compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement 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 (a “Restatement”).
The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent provided under Section V below.
III. SCOPE OF POLICY
A. Persons Covered and Recovery Period. This Policy applies to all Incentive-Based Compensation received by a person:
Notwithstanding this look-back requirement, the Company is only required to apply this Policy to Incentive-Based Compensation received on or after October 2, 2023.
For purposes of this Policy, Incentive-Based Compensation shall be deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure (as defined herein) specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
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B. Transition Period. In addition to the Recovery Period, this Policy applies to any transition period (that results from a change in the Company’s fiscal year) within or immediately following the Recovery Period (a “Transition Period”), provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of the Company’s new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
C. Determining the Recovery Period. For purposes of determining the relevant Recovery Period, the date that the Company is required to prepare the Restatement is the earlier to occur of:
For clarity, the Company’s obligation to recover erroneously awarded Incentive-Based Compensation under this Policy is not dependent on if or when a Restatement is filed.
D. Method of Recovery. The Compensation Committee of the Board (the “Committee”) will have discretion in determining how to accomplish recovery of erroneously awarded Incentive-Based Compensation under this Policy, recognizing that different means of recovery may be appropriate in different circumstances.
IV. AMOUNT SUBJECT TO RECOVERY
A. Recoverable Amount. The amount of Incentive-Based Compensation subject to recovery under this Policy is the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid.
B. Covered Compensation Based on Stock Price or TSR. For Incentive-Based Compensation based on stock price or total shareholder return (“TSR”), where the amount of erroneously awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the recoverable amount shall be determined by the Committee based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received. In such event, the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE.
V. EXCEPTIONS
The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent that the conditions set out below are met and the Committee has made a determination that recovery would be impracticable:
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A. Direct Expense Exceeds Recoverable Amount. The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided, however, that before concluding it would be impracticable to recover any amount of erroneously awarded Incentive-Based Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such erroneously awarded Incentive-Based Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the NYSE.
B. Recovery from Certain Tax-Qualified Retirement Plans. 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.
VI. PROHIBITION AGAINST INDEMNIFICATION
Notwithstanding the terms of any indemnification arrangement or insurance policy with any individual covered by this Policy, the Company shall not indemnify any Executive Officer or former Executive Officer against the loss of erroneously awarded Incentive-Based Compensation, including any payment or reimbursement for the cost of insurance obtained by any such covered individual to fund amounts recoverable under this Policy.
VII. DISCLOSURE
The Company shall file all disclosures with respect to this Policy and recoveries under this Policy in accordance with the requirements of the U.S. Federal securities laws, including the disclosure required by the applicable Securities and Exchange Commission (“SEC”) filings.
VIII. DEFINITIONS
Unless the context otherwise requires, the following definitions apply for purposes of this Policy:
“Executive Officer” means 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 policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s subsidiaries are deemed Executive Officers of the Company if they perform such policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. Identification of an Executive Officer for purposes of this Policy will include at a minimum executive officers identified pursuant to 17 CFR 229.401(b).
“Financial Reporting Measures” means any of the following: (i) measures that are 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, (ii) stock price and (iii) TSR. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
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“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
IX. ADMINISTRATION; AMENDMENT; TERMINATION.
All determinations under this Policy will be made by the Committee, including determinations regarding how any recovery under this Policy is effected. The Committee may delegate (either generally or specifically) the powers, authority and discretion conferred on it under this Section IX in its sole discretion in accordance with applicable law and the Listing Standard. Any determinations of the Committee will be final, binding and conclusive and need not be uniform with respect to each individual covered by this Policy.
The Committee may amend this Policy from time to time and may terminate this Policy at any time, in each case in its sole discretion.
X. EFFECTIVENESS; OTHER RECOUPMENT RIGHTS
This Policy shall be effective as of December 1, 2023. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company and its subsidiaries and affiliates under applicable law or pursuant to the terms of any similar policy or similar provision in any employment agreement, equity award agreement or similar agreement. This Policy amends and restates and supersedes in its entirety the Donnelley Financial Solutions, Inc. Clawback Policy (approved October 1, 2016).
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/20/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 12/1/23 | 4 | |||
| 10/2/23 | ||||
| 10/1/16 | 3, 3/A, 4, 4/A | |||
| List all Filings | ||||