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UNITED STATES | |||
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SECURITIES AND EXCHANGE COMMISSION | |||
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Washington, D.C. 20549 | |||
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SCHEDULE 14A | |||
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Proxy Statement Pursuant to Section 14(a) of | |||
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Filed by the Registrant x | |||
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Filed by a Party other than the Registrant o | |||
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Check the appropriate box: | |||
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Preliminary Proxy Statement | ||
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
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Definitive Proxy Statement | ||
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Definitive Additional Materials | ||
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Soliciting Material Pursuant to §240.14a-12 | ||
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Quad/Graphics, Inc. | |||
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(Name of Registrant as Specified In Its Charter) | |||
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||
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Payment of Filing Fee (Check the appropriate box): | |||
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No fee required. | ||
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
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Title of each class of securities to which transaction applies: | |
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Aggregate number of securities to which transaction applies: | |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
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Proposed maximum aggregate value of transaction: | |
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Total fee paid: | |
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Fee paid previously with preliminary materials. | ||
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
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Amount Previously Paid: | |
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Form, Schedule or Registration Statement No.: | |
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Filing Party: | |
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Date Filed: | |
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QUAD/GRAPHICS, INC.
N63 W23075 Highway 74
Sussex, Wisconsin 53089
SUPPLEMENT TO PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 16, 2011
This is a supplement to the proxy statement, dated April 4, 2011, for the 2011 annual meeting of shareholders of Quad/Graphics, Inc. This supplement updates the proxy statement for certain developments that occurred after the date of the proxy statement.
On April 27, 2011, Mark A. Angelson resigned as a director of the company following the announcement of his appointment to the position of Deputy Mayor of the City of Chicago, and removed himself from consideration as a nominee for election as a director at the 2011 annual meeting. The Board is not proposing a successor nominee to Mr. Angelson and, accordingly, has reduced the size of the Board from eight members to seven. In light of Mr. Angelson’s withdrawal as a nominee for election as a director, no votes cast for his election will be tabulated.
Other than Mr. Angelson’s resignation and the removal of his name from the list of the Board’s nominees for election as a director, the proxy statement you received is unchanged.
The original proxy card sent to you is still valid. If you already returned it, you do not need to take any action. Any votes for Mr. Angelson will simply not be tabulated. If you did not yet return your proxy card, please complete the card, disregarding Mr. Angelson’s name as a nominee for election as director, and sign, date and return it as soon as possible in the envelop that was provided.
You are also able to revoke your proxy if you wish. Please follow the instructions in the proxy statement for doing so.
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By Order of the Board of Directors |
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QUAD/GRAPHICS, INC. |
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Andrew R. Schiesl |
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Vice President, General Counsel and Secretary |
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Sussex, Wisconsin |
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May 3, 2011 |
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