Edgar Filing: RR Donnelley & Sons Co

R. R. DONNELLEY & SONS COMPANY

Date: May 21, 2015

/s/ Suzanne S. Bettman

Suzanne S. Bettman

Executive Vice President,

General Counsel

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 05/21/2015

R. R. DONNELLEY & SONS COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 1-4694

361004130

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

111 S. Wacker Dr., Chicago, IL 60606

(Address of principal executive offices, including zip code)

312-326-8000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a) The Company held its Annual Meeting of Stockholders on May 21, 2015.

(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 Thomas J. Quinlan III, Susan M. Cameron, Richard L. Crandall, Susan M. Gianinno, Judith H. Hamilton, Jeffrey M. Katz, Richard K. Palmer, John C. Pope, Michael T. Riordan and Oliver R. Sockwell. The Inspectors of Election certified the following vote tabulations:


	FOR		AGAINST		ABSTAIN		NON-VOTES		UNCAST
THOMAS J. QUINLAN III		159,229,569		1,507,084		662,101		25,542,696		0
SUSAN M. CAMERON		153,299,808		7,430,750		668,196		25,542,696		0
RICHARD L. CRANDALL		158,359,299		2,284,749		754,706		25,542,696		0
SUSAN M. GIANINNO		159,225,498		1,487,469		685,787		25,542,696		0
JUDITH H. HAMILTON		157,763,081		2,963,821		671,852		25,542,696		0
JEFFREY M. KATZ		159,406,241		1,311,117		681,396		25,542,696		0
RICHARD K. PALMER		159,555,931		1,129,193		713,630		25,542,696		0
JOHN C. POPE		158,217,992		2,498,964		681,798		25,542,696		0
MICHAEL T. RIORDAN		158,848,857		1,856,882		693,015		25,542,696		0
OLIVER R. SOCKWELL		157,629,972		3,068,953		699,829		25,542,696		6

2. The Stockholders voted to approve the advisory resolution on executive compensation. The Inspectors of Election certified the following vote tabulation:


FOR	AGAINST	ABSTAIN	NON-VOTES	UNCAST
121,450,525	38,580,312	1,367,917	25,542,696	0

3. The Stockholders voted to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the financial statements of the Company for fiscal year 2014. The Inspectors of Election certified the following vote tabulation:


FOR	AGAINST	ABSTAIN	NON-VOTES	UNCAST
184,034,627	2,000,973	905,850	0	0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.