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): 10/17/2019

LSC COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-37729

DE	36-4829580
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

191 N. Wacker Drive, Suite 1400, Chicago IL 60606

(Address of principal executive offices, including zip code)

(773) 272-9200

(Registrant’s 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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		LKSD		New York Stock Exchange

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.  ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The Company held its Annual Meeting of Stockholders on October 17, 2019.

(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, M. Shân Atkins, Margaret A. Breya, Judith H. Hamilton, Francis J. Jules, Thomas F. O’Toole, Douglas W. Stotlar, and Shivan S. Subramaniam. The Inspectors of Election certified the following vote tabulations:

	FOR	AGAINST	ABSTAIN	NON-VOTES
Thomas J. Quinlan III	18,612,424	2,158,367	30,499	8,908,678
M. Shân Atkins	18,674,343	2,076,818	50,128	8,908,678
Margaret A. Breya	18,844,004	1,910,903	46,383	8,908,678
Judith H. Hamilton	18,744,630	2,004,426	52,233	8,908,678
Francis J. Jules	18,754,744	1,995,543	51,002	8,908,678
Thomas F. O’Toole	18,769,115	1,981,695	50,479	8,908,678
Douglas W. Stotlar	18,835,737	1,914,568	50,984	8,908,678
Shivan S. Subramaniam	18,754,032	1,998,647	48,611	8,908,678

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
16,728,890	3,967,714	104,685	8,908,678

3.  The Stockholders voted to approve the amendment to the Company’s Amended and Restated 2016 Performance Incentive Plan.  The Inspectors of Election certified the following vote tabulation:  

FOR	AGAINST	ABSTAIN	NON-VOTES
17,694,043	2,992,216	115,030	8,908,678

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 2019. The Inspectors of Election certified the following vote tabulation:

FOR	AGAINST	ABSTAIN	NON-VOTES
28,320,494	1,177,296	212,177	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.

	LSC COMMUNICATIONS, INC.
Date: October 18, 2019	By:	/s/ Suzanne S. Bettman
		Suzanne S. Bettman
		Chief Administrative Officer & General Counsel

XML

Document and Entity Information	Oct. 17, 2019
Cover [Abstract]
Entity Registrant Name	LSC COMMUNICATIONS, INC.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001669812
Document Period End Date	Oct. 17, 2019
Entity Emerging Growth Company	false
Entity File Number	001-37729
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4829580
Entity Address, Address Line One	191 N. Wacker Drive
Entity Address, Address Line Two	Suite 1400
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	773
Local Phone Number	272-9200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common stock, par value $0.01 per share
Trading Symbol	LKSD
Name of each exchange on which registered	NYSE