Amended Current Report Filing (8-k/a)
June 30 2017 - 3:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2017 (May 18, 2017)
LSC COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Commission
File Number: 001-37729
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DE
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36-4829580
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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191 N. Wacker Drive, Suite 1400, Chicago IL 60606
(Address of principal executive offices, including zip code)
(773) 272-9200
(Registrants telephone number, including area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Current Report on Form 8-K/A (this Amendment) is being filed as an amendment to the Current Report on Form 8-K filed by LSC
Communications, Inc. (the Company) on May 19, 2017 (the Original 8-K). The Original 8-K was filed with the Securities and Exchange Commission (the SEC) to report the results of the matters submitted to a vote
by the Companys stockholders at the Companys 2017 Annual Meeting of Stockholders held on May 18, 2017 (the Annual Meeting). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form
8-K, the Companys decision as to how frequently the Company will conduct future stockholder advisory votes regarding named executive officer compensation. Except as set forth herein, no other modifications have been made to the Original 8-K.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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(d) At the Annual Meeting, the
Companys stockholders voted on, among other matters, an advisory proposal concerning the frequency of future advisory votes on named executive officer compensation. As reported in the Original 8-K, the Companys stockholders approved, on
an advisory basis, Every Year as the frequency for holding an advisory vote on the compensation of the Companys named executive officers. Consistent with the recommendation of the Board of Directors of the Company as set forth in
the Companys proxy statement filed with the SEC on April 11, 2017 and the vote of the Companys stockholders on this proposal at the Annual Meeting, the Company intends to hold the advisory vote on the compensation of the
Companys named executive officers every year. The Company intends to continue holding such votes annually until the next required vote on the frequency of the advisory vote on the compensation of the Companys named executive officers.
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.
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LSC COMMUNICATIONS, INC.
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Date: June 30, 2017
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By:
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/s/ Suzanne S. Bettman
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Suzanne S. Bettman
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Chief Administrative Officer & General Counsel
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