Current Report Filing (8-k)
January 22 2018 - 5:11PM
Edgar (US Regulatory)
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): January 17, 2018
R. R. DONNELLEY & SONS COMPANY
(Exact name of Registrant as Specified in its Charter)
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Delaware
(State or other Jurisdiction
of Incorporation)
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1-4694
(Commission
File Number)
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36-1004130
(I.R.S. Employer
Identification No.)
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35 West Wacker Drive,
Chicago, Illinois
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60601
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (312)
326-8000
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 (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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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.
(e)
Amended and Restated Annual Incentive Plan
On
January 17, 2018, the Human Resources Committee (the
Committee
) of the Board of Directors of R. R. Donnelley & Sons Company (the
Company
) approved an amendment and restatement of the Companys
Annual Incentive Plan (the
Annual Incentive Plan
), under which certain officers, including the Companys named executive officers, and certain other employees are eligible to receive annual cash incentive payments, based upon
the achievement of certain corporate financial and individual performance goals. Unless otherwise determined by the Committee, awards are subject to a payout ranging from 0% to 200% of the applicable target award amount. The amendments approved and
reflected in the amendment and restatement of the Annual Incentive Plan include the following:
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addition of a clawback provision that subjects awards under the Annual Incentive Plan to the Companys clawback policy relating to the recoupment of compensation;
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revisions to define retirement using the Rule of 65, which requires a participants age plus years of service to be equal to 65, for purposes of a participants eligibility for a
pro-rata
portion of an award upon retiring prior to December 31 of the applicable plan year; and
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an increase in the Committees authority to adjust the amount of the awards payable to participants, including the ability to (a) make adjustments to plan funding prior to the end of the applicable plan year
to eliminate the effect of any unusual, nonrecurring or infrequently occurring events that have occurred during the plan year and (b) adjust the amount of an award paid to a participant notwithstanding the participants applicable Personal
Objective Percentage (as defined under the Annual Incentive Plan) or achievement of personal objectives.
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Updates were also made to clarify
that the Annual Incentive Plan is a
sub-plan
of the Companys 2017 Performance Incentive Plan, and to remove certain provisions relating to Section 162(m)
(
Section
162(m)
) of the Internal Revenue Code of 1986, as amended, which will no longer apply to new awards granted under the Annual Incentive Plan as result of the enactment of the Tax Cuts and Jobs Act, which
eliminated the performance-based compensation exception under Section 162(m) for tax years beginning on and after January 1, 2018.
The
description of the amendment and restatement to the Annual Incentive Plan is qualified in its entirety by reference to the complete terms of the amended and restated Annual Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
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Date: January 22, 2018
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R.R. DONNELLEY & SONS COMPANY
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By:
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/s/ Deborah L. Steiner
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Deborah L. Steiner
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Executive Vice President and
General Counsel
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