8-K
Donnelley Financial Solutions, Inc. (DFIN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 18, 2020
Donnelley Financial Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-37728 | 36-4829638 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| 35 West Wacker Drive, | |
| Chicago, Illinois | 60601 |
| (Address of Principal Executive Offices) | (Zip Code) |
(844) 866-4337
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock (Par Value $0.01) | DFIN | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
(a) The Company held its Annual Meeting of Stockholders on May 18, 2020.
(b) The following matters were voted upon at the Annual Meeting of Stockholders.
- The election of the nominees for Directors was voted on by the Stockholders. The nominees, all of whom were elected, were Luis A. Aguilar, Richard L. Crandall, Charles D. Drucker, Juliet S. Ellis, Gary G. Greenfield, Jeffrey Jacobowitz, Daniel N. Leib and Lois M. Martin. The Inspectors of Election certified the following vote tabulations:
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||||
|---|---|---|---|---|---|---|---|---|
| Aguilar | 27,420,936 | 1,646,818 | 101,814 | 1,945,184 | ||||
| Crandall | 28,977,417 | 89,688 | 102,463 | 1,945,184 | ||||
| Drucker | 28,957,925 | 109,109 | 102,534 | 1,945,184 | ||||
| Ellis | 28,886,592 | 181,598 | 101,378 | 1,945,184 | ||||
| Greenfield | 28,885,366 | 181,708 | 102,494 | 1,945,184 | ||||
| Jacobowitz | 28,915,024 | 152,066 | 102,478 | 1,945,184 | ||||
| Leib | 28,979,608 | 87,791 | 102,169 | 1,945,184 | ||||
| Martin | 28,909,229 | 159,027 | 101,312 | 1,945,184 |
- The Stockholders voted to approve the advisory resolution on executive compensation. The Inspectors of Election certified the following vote tabulation:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 27,927,668 | 1,136,385 | 105,516 | 1,945,184 |
- The Stockholders voted to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the financial statements of the Company for fiscal year 2020. The Inspectors of Election certified the following vote tabulation:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 30,950,787 | 63,628 | 100,338 | 0 |
- The Stockholders voted against the Stockholder Proposal with respect to the sale of the Company. The Inspectors of Election certified the following vote tabulation:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 405,865 | 28,638,580 | 125,124 | 1,945,184 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DONNELLEY FINANCIAL SOLUTIONS, INC. | ||
|---|---|---|
| Date: May 19, 2020 | By: | /s/ Jennifer B. Reiners |
| Jennifer B. Reiners | ||
| Executive Vice President, General Counsel |