Edgar Filing: RR Donnelley & Sons Co

R. R. DONNELLEY & SONS COMPANY

Date: May 24, 2013

/s/ Suzanne S. Bettman

Suzanne S. Bettman

Executive Vice President,

General Counsel

Form 8-K

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): 05/23/2013

R. R. DONNELLEY & SONS COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 1-4694

361004130

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

111 S. Wacker Dr., Chicago, IL 60606

(Address of principal executive offices, including zip code)

312-326-8000

(Registrant’s telephone number, including area code)

(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))

Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a) The Company held its Annual Meeting of Stockholders on May 23, 2013.

(b) The following matters were voted upon at the Annual Meeting of Stockholders.

1. The election of the nominees for Directors was voted on by the Stockholders. The nominees, all of whom were elected, were Thomas J. Quinlan III, Stephen M. Wolf, Susan M. Cameron, Lee A. Chaden, Richard L. Crandall, Judith H. Hamilton, Richard K. Palmer, John C. Pope, Michael T. Riordan and Oliver R. Sockwell. The Inspectors of Election certified the following vote tabulations:


	FOR		AGAINST		ABSTAIN		NON-VOTES
Thomas J. Quinlan III		137,153,750		1,661,395		831,578		28,077,346
Stephen M. Wolf		135,801,970		2,981,659		863,094		28,077,346
Susan M. Cameraon		136,241,492		2,520,508		884,723		28,077,346
Lee A. Chaden		136,978,947		1,759,772		908,004		28,077,346
Richard L. Crandall		137,071,714		1,664,975		910,034		28,077,346
Judith H. Hamilton		135,930,682		2,841,833		874,208		28,077,346
Richard K. Palmer		137,064,670		1,673,932		908,121		28,077,346
John C. Pope		132,089,936		6,671,667		885,120		28,077,346
Michael T. Riordan		136,038,265		2,727,871		880,587		28,077,346
Oliver R. Sockwell		136,726,460		2,026,725		893,538		28,077,346

2. 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
97,168,618	41,281,942	1,196,163	28,077,346

3. 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 2012. The Inspectors of Election certified the following vote tabulation:


FOR	AGAINST	ABSTAIN	NON-VOTES
165,312,878	1,289,800	1,121,391	-0-

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.