Quad/Graphics (QUAD) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, with shareholders of record as of March 18, 2026, eligible to vote on key proposals, including the election of nine directors and an advisory vote on executive compensation.

• Proxy materials are distributed electronically to class A shareholders and by mail to class B shareholders, with multiple voting methods available.

• The board emphasizes high standards of governance, regular evaluations, and alignment with shareholder interests.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine director nominees for one-year terms and on an advisory basis for executive compensation.

• The board recommends voting “FOR” all director nominees and “FOR” the executive compensation proposal.

• Shareholder proposals for the 2027 meeting must be submitted by December 11, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of nine directors, five of whom are independent, with a mix of tenure and expertise in finance, marketing, law, and operations.

• The company is a controlled entity under NYSE rules due to the Quad Voting Trust, which holds over 50% of voting power.

• The board has audit, compensation, and finance committees, each with defined charters and responsibilities.

• Regular executive sessions are held without management, and stock ownership guidelines apply to directors and executives.