UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.03 | Amendment to Amended and Restated Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At its Annual Meeting of Stockholders of Donnelley Financial Solutions, Inc. (the “Company”) held on May 17, 2023, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. A description of the Charter Amendment is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2023. The Charter Amendment became effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on May 19, 2023 (the “Certificate of Amendment”).
The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) The Company held its Annual Meeting of Stockholders on May 17, 2023.
(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 Luis A. Aguilar, Richard L. Crandall, Charles D. Drucker, Juliet S. Ellis, Gary G. Greenfield, Jeffrey Jacobowitz, Daniel N. Leib, Lois M. Martin and Chandar Pattabhiram. The Inspectors of Election certified the following vote tabulations:
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||||||||||||
| Aguilar |
21,981,651 | 3,506,484 | 4,938 | 1,774,526 | ||||||||||||
| Crandall |
24,110,950 | 1,367,181 | 14,942 | 1,774,526 | ||||||||||||
| Drucker |
25,365,197 | 123,509 | 4,367 | 1,774,526 | ||||||||||||
| Ellis |
24,910,780 | 567,813 | 14,480 | 1,774,526 | ||||||||||||
| Greenfield |
25,322,699 | 123,485 | 46,889 | 1,774,526 | ||||||||||||
| Jacobowitz |
25,061,548 | 426,906 | 4,619 | 1,774,526 | ||||||||||||
| Leib |
25,373,464 | 115,162 | 4,447 | 1,774,526 | ||||||||||||
| Martin |
25,374,406 | 114,681 | 3,986 | 1,774,526 | ||||||||||||
| Pattibhiram |
25,392,047 | 85,974 | 15,052 | 1,774,526 | ||||||||||||
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 | |||
| 24,691,709 | 493,554 | 307,810 | 1,774,526 |
3. The Stockholders voted for EVERY YEAR as the advisory resolution on the frequency of the Say-on-Pay advisory votes. . The Inspectors of Election certified the following vote tabulation:
| EVERY YEAR |
TWO YEARS |
THREE YEARS |
ABSTAIN | |||
| 24,504,711 | 6,461 | 974,721 | 7,179 |
4. 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 2021. The Inspectors of Election certified the following vote tabulation:
| FOR |
AGAINST |
ABSTAIN |
NON-VOTES | |||
| 27,034,706 | 225,356 | 7,537 | 0 |
5. The Stockholders voted to approve the Donnelley Financial Solutions Employee Stock Purchase Plan and the accompanying share reserve. The Inspectors of Election certified the following vote tabulation:
| FOR |
AGAINST |
ABSTAIN |
NON-VOTES | |||
| 25,436,951 | 41,571 | 14,552 | 1,774,526 |
6. The Stockholders voted to approve the amendment of the Company’s Amended and Restated Certificate of Incorporation. The Inspectors of Election certified the following vote tabulation:
| FOR |
AGAINST |
ABSTAIN |
NON-VOTES | |||
| 22,288,844 | 3,188,089 | 16,140 | 1,774,526 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Donnelley Financial Solutions, Inc., as filed on May 19, 2023 with the Secretary of State of the State of Delaware. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| DONNELLEY FINANCIAL SOLUTIONS, INC. | ||||||
| Date: May 19, 2023 | By: | /s/ Jennifer B. Reiners | ||||
| Jennifer B. Reiners | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||