Donnelley Financial Solutions (DFIN) Proxy Filing summary

Executive summary

• Achieved a major milestone in 2024, with software solutions becoming the largest revenue component, reflecting a successful transformation to a software-first business model.

• Net sales for 2024 were $781.9 million, with software solutions net sales growing 12.6% to $329.7 million, now 42% of total net sales.

• Repurchased nearly 1 million shares in 2024, demonstrating confidence in long-term value creation and financial flexibility.

• Continued focus on delivering value to clients, shareholders, and employees, with a commitment to strategic priorities for 2025.

Voting matters and shareholder proposals

• Election of eight directors for a one-year term, with seven independent nominees and a diverse board composition.

• Advisory vote to approve executive compensation (Say-on-Pay), with annual frequency.

• Proposal to amend the 2016 Performance Incentive Plan, adding 1,950,000 shares and extending the plan to 2035.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2025.

Board of directors and corporate governance

• Board consists of eight members, with a majority independent and a non-executive chairman.

• Committees: Audit, Compensation, and Corporate Responsibility & Governance, all fully independent.

• Annual board and committee self-evaluations, director orientation, and continuing education programs.

• No poison pill, annual director elections, majority voting, and stockholder rights to call special meetings.