Quad/Graphics, Inc 8-K, filed Oct 6, 2021
Quad/Graphics, Inc. (QUAD)
8-K
2021-10-06
For: 2021-10-05
View Original
Added on
April 06, 2026
About this 8-K
Quad/Graphics, Inc filed this 8-K on October 6, 2021, reporting on events of October 5, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
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): October 5, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(414 ) 566-6000
(Registrant’s telephone number)
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:
Securities registered pursuant to 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 5, 2021, Quad/Graphics, Inc. (the “Company”) announced the following executive leadership changes: (a) Thomas J. Frankowski, currently the Company’s Chief Operating Officer, will retire from the Company on December 31, 2021; (b) David J. Honan, currently the Company’s Chief Financial Officer, will become Chief Operating Officer on January 1, 2022; and (c) Anthony C. Staniak, currently the Company’s Vice President of Finance, will become Chief Financial Officer on January 1, 2022.
Mr. Staniak, 48, joined the Company in 2009 as Director of External Reporting and then assumed roles of increasing responsibility within the Company’s accounting and finance departments, including Director of Internal Audit, Executive Director – Financial Controller and Vice President and Chief Accounting Officer. In March 2017, he became Vice President of Finance, where he oversees financial planning and analysis, and corporate credit, and since July 2020 also serves as a leader in corporate development and investor relations. Prior to joining the Company, Mr. Staniak served as Chief Financial Officer of the data consulting firm Sagence, Inc. since 2002, and before that, he worked in the audit division of the accounting firm Arthur Andersen LLP since 1995.
In connection with Mr. Frankowski’s retirement on December 31, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved, effective as of Mr. Frankowski’s retirement, the cancellation of his unvested long-term equity incentive awards in exchange for a cash payment in a per-share amount based on a 20-day volume-weighted average price of the Company’s class A common stock, plus the value of accrued but unpaid dividends relating to the awards. The amount of this cash payment is expected to be approximately $1.62 million, using a hypothetical stock price of $4.14. The Committee also approved the payment of Mr. Frankowski’s performance-based cash awards granted in 2020 and 2021 at 100% of the target payout. The value of such awards is estimated at approximately $2.63 million. Mr. Frankowski’s compensation arrangements were not otherwise changed in connection with his retirement.
A copy of the press release announcing these executive leadership changes is filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein.
Item 9.01. Financial Statements and Exhibits.
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits. The following exhibit is being filed herewith:
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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.
| Date: | October 6, 2021 | ||||||||||
| QUAD/GRAPHICS, INC. | |||||||||||
| By: | /s/ Jennifer J. Kent | ||||||||||
| Name: | Jennifer J. Kent | ||||||||||
| Title: | Executive Vice President of Administration, General Counsel and Secretary | ||||||||||
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Exhibit 99
FOR IMMEDIATE RELEASE
Quad to Promote Dave Honan to Chief Operating Officer and Tony Staniak to Chief Financial Officer
Announcement Precedes Upcoming Retirement of
Current Chief Operating Officer,Tom Frankowski
SUSSEX, WI, October 5, 2021 —Quad/Graphics, Inc. (NYSE: QUAD) (“Quad” or the “Company”), a worldwide marketing solutions partner, today announced it will promote Dave Honan to Chief Operating Officer from Chief Financial Officer, and Tony Staniak to Chief Financial Officer from Vice President of Finance. This announcement, part of a planned executive transition process, precedes the retirement of current Chief Operating Officer Tom Frankowski, who will depart Quad on December 31, 2021, after a 42-year career with the Company.
“Quad has incredible bench strength on our executive leadership team to continue driving forward our growth and success as a marketing solutions partner,” said Joel Quadracci, Quad Chairman, President & CEO. “Over the past many years, Dave Honan has been deeply involved in developing and guiding our remarkable transformation strategy. He led the design of our capital structure and corporate development activity that positively shaped our transformation and put us in a position of increased strength. In his new role, Dave will draw on his previous operations experience in the manufacturing and service industries. He will focus on connecting our entire operational organization to take advantage of the momentum building in our Sales and Marketing efforts. I look forward to Dave’s leadership and contributions, especially in bringing together our people, processes and products to drive performance. He recognizes the key drivers of success for our business, which include engaging and retaining employees, and perpetually innovating to drive top-line revenue and productivity enhancements across our entire integrated platform. Through our continued partnership I am certain we will create a better way for all our stakeholders.”
Added Quadracci: “Tony Staniak has been a strong partner to Dave for many years, and is well connected to all parts of our business. He helped prepare Quad for our launch as a public company in 2010 and, since then, has built out essential functions and processes with a strong focus on talent development. We have tremendous confidence in Tony, and know his experience, knowledge and focus on growth will serve us well.”
Tom Frankowski will retire at yearend 2021 after four decades of building Quad into a premier company – first as a commercial printer and, more recently, as a marketing solutions partner. “Tom joined our company in its infancy and guided the development and rapid-fire growth of key areas of our business, including digital imaging, continuous improvement and print manufacturing on a global scale,” Quadracci said. “We cannot thank him enough for his indispensable contributions to Quad and the entire global printing industry. His aptitude for business strategy and relentless innovation propelled us to greatness.”
Honan and Staniak assume their new roles on January 1, 2022, and will use the next three months to ensure a seamless transition of responsibilities.
About the Leaders
Dave Honan, 52, joined Quad in 2009, quickly advancing from Corporate Controller to CFO. He is credited with building a sophisticated public company finance and accounting function. Previously, Dave was Vice President, General Manager at Journal Community Publishing Group, and held executive-level positions at Newell Rubbermaid.
Tony Staniak, 48, joined Quad in 2009 as Director of External Reporting and then assumed roles of increasing responsibility within the Company’s Accounting and Finance departments, including Director of Internal Audit, Executive Director – Financial Controller, Vice President & Chief Accounting Officer, and, most recently, Vice President of Finance, where he oversees Financial Planning and Advanced Analytics, Corporate Credit, and serves as a leader in Corporate Development and Investor Relations. Previously, he had been CFO at Sagence, Inc., a consulting firm specializing in data management and analytics. He began his career in public accounting.
Tom Frankowski, 60, joined Quad in 1979, focusing first on Prepress (later called Imaging), where he later built operations into one of the industry’s premier premedia providers. He is credited with engineering Quad’s strategic entrance into the digital era. Throughout his career, Tom has played an important leadership role in growing the Company from a small startup to a global printing leader well-known for innovation. He has led the development and implementation of technology; optimized organizational structures for greater performance; and maintained a culture of continuous improvement based on Lean Enterprise principles, propelling Quad to the forefront of the print industry.
About Quad
Quad (NYSE: QUAD) is a worldwide marketing solutions partner that leverages its 50-year heritage of platform excellence, innovation, strong culture and social purpose to create a better way for its clients, employees and communities. The Company’s integrated marketing platform helps brands and marketers reduce complexity, increase efficiency and enhance marketing spend effectiveness. Quad provides its clients with unmatched scale for client on-site services and expanded subject expertise in marketing strategy, creative solutions, media deployment (which includes a strong foundation in print) and marketing management services. With a client-centric approach that drives the Company to continuously evolve its offering, combined with leading-edge technology and single-source simplicity, the Company has the resources and knowledge to help a wide variety of clients in multiple vertical industries, including retail, publishing, consumer technology, consumer packaged goods, financial services, insurance, healthcare and direct-to-consumer. Quad has multiple locations throughout North America, South America and Europe, and strategic partnerships in Asia and other parts of the world. For additional information visit www.QUAD.com.
| Media Contact | ||
| Claire Ho | ||
| Director of Corporate Communications, Quad | ||
| 414-566-2955 | ||
| cho@quad.com | ||