Quad/Graphics (QUAD) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 21, 2025, with shareholders of record as of March 19, 2025, eligible to vote on key proposals.

• Shareholders will vote on electing nine directors for one-year terms and an amendment to the 2020 Omnibus Incentive Plan to increase authorized shares by 3,000,000.

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

Voting matters and shareholder proposals

• Proposals include electing nine directors and approving an amendment to the 2020 Omnibus Incentive Plan.

• The Board recommends voting “FOR” all director nominees and the plan amendment.

• Shareholder proposals for the 2026 meeting must be submitted by December 12, 2025, for proxy inclusion.

Board of directors and corporate governance

• Six of ten current directors are independent; the Board will reduce to nine members after a planned retirement.

• The Board has standing audit, compensation, and finance committees, with regular executive sessions and annual evaluations.

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

• The Board combines the roles of chairman and CEO for unified leadership.