- Current report filing (8-K)
May 24 2010 - 4:13PM
Edgar (US Regulatory)
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): 05/20/2010
R. R. DONNELLEY & SONS COMPANY
(Exact name of registrant as specified in its charter)
Commission File Number: 1-4694
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DE
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361004130
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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111 S. Wacker Dr., Chicago, IL 60606
(Address of principal executive offices, including zip code)
312-326-8000
(Registrants 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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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(a) The Company held its Annual Meeting of Stockholders on May 20, 2010.
(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, Stephen M. Wolf, Lee A. Chaden, Judith H. Hamilton, Susan M. Ivey, Thomas S. Johnson, John C. Pope, Michael T. Riordan and Oliver R. Sockwell. The Inspectors of Election certified the following vote tabulations:
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FOR
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AGAINST
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ABSTAIN
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NON-VOTES
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Thomas J. Quinlan III
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163,410,322
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6,319,220
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236,109
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9,676,180
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Stephen M. Wolf
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159,911,872
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9,803,963
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249,816
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9,676,180
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Lee A. Chaden
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164,448,890
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5,272,007
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244,754
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9,676,180
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Judith H. Hamilton
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147,026,227
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22,706,948
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232,476
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9,676,180
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Susan M. Ivey
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165,320,517
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4,409,838
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235,295
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9,676,180
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Thomas S. Johnson
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147,011,333
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22,692,650
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261,668
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9,676,180
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John C. Pope
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160,814,271
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8,884,667
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266,713
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9,676,180
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Michael T. Riordan
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147,916,959
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21,800,178
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248,514
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9,676,180
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Oliver R. Sockwell
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147,981,527
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21,765,060
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219,065
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9,676,180
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2. The
Stockholders voted to ratify the Audit Committees appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the financial statements of the Company for fiscal year 2010. The Inspectors of
Election certified the following vote tabulation:
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FOR
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AGAINST
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ABSTAIN
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NON-VOTES
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177,407,218
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2,081,008
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153,605
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-0-
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3. A stockholder
proposal recommending adoption of a sustainable paper purchasing policy was rejected by the Stockholders. The Inspectors of Election certified the following vote tabulation:
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FOR
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AGAINST
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ABSTAIN
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NON-VOTES
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14,297,829
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129,315,469
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26,352,353
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9,676,180
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4. A stockholder
proposal recommending adoption of a policy limiting change-in-control payments to any senior executive was approved by the Stockholders. The Inspectors of Election certified the following vote tabulation:
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FOR
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AGAINST
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ABSTAIN
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NON-VOTES
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87,853,905
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79,465,589
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2,646,158
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9,676,180
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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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R. R. DONNELLEY & SONS COMPANY
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Date: May 24, 2010
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By:
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/s/ Suzanne S. Bettman
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Suzanne S. Bettman
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Executive Vice President,
General Counsel
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