Donnelley Financial Solutions (DFIN) Proxy filing summary

Executive summary

• Achieved significant progress in strategic transformation toward a software-first model, launching two new software products and an AI solution in 2025.

• Repurchased over $172 million in common stock in 2025, the largest in company history, with a continued focus on maximizing long-term shareholder value.

• Maintained strong operating performance with net sales of $767 million, software solutions net sales up 8.7% to $358.4 million, and robust free cash flow generation.

• Continued investment in software technology platforms, security, and financial flexibility.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors for a one-year term, including new nominee Joseph L. Binz.

• Advisory vote to approve executive compensation (Say-on-Pay) is included.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.

• Shareholders may submit proposals and director nominations for the 2027 annual meeting, following specified procedures.

Board of directors and corporate governance

• Board expanded to nine members, with eight independent directors and a diverse mix of skills, backgrounds, and tenures.

• All committees (Audit, Compensation, Corporate Responsibility & Governance) are fully independent.

• Annual election of directors, majority voting, no poison pill, and stockholder rights to call special meetings.

• Board and committee self-evaluations conducted annually, with third-party governance expert involvement.

• Director orientation and ongoing education supported.