2. Advisory Vote to Approve Executive Compensation

As required by Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company is presenting a proposal that gives stockholders the opportunity to cast an advisory (non-binding) vote on our executive compensation for named executive officers by voting for or against it. At the 2011 Annual Meeting, stockholders were asked to vote on whether the Say-on-Pay vote should be held annually, every two years or every three years. Our stockholders indicated a preference for holding such a vote on an annual basis. Our Board determined, as a result of such vote on the frequency of the advisory (non-binding) vote to approve our executive compensation, that we will hold an advisory (non-binding) vote to approve our executive compensation every year.

The Company received an 75.25% vote in support of its executive compensation program in the 2015 Say-on-Pay advisory vote. During the course of 2015/2016, the Company continued its practice of engaging with stockholders about various corporate governance topics including executive compensation. Meetings were held with significant institutional investors, to, among other things, gather additional feedback on our compensation programs.

The feedback received from investors and the results of the 2015 advisory vote were taken into consideration by the Human Resources Committee in the review and administration of our program throughout the year and in the full scale evaluation of executive compensation that was conducted in 2015. Based in part on the meetings with significant institutional investors, meetings held in prior years and input from the compensation consultant, the Company, among other things, restructured its long-term incentive program to decrease dilution by providing for cash only awards under the program for employees below the executive vice president or president level.

As disclosed in the Compensation Discussion and Analysis beginning on page 26, we believe the 2015 compensation decisions and the overall executive compensation program are tailored to our business strategies, align pay with performance and take into account the feedback received from our investors. The goals of the Company’s executive compensation program are:

Consistent with these goals and as disclosed in the Compensation Discussion and Analysis, the Human Resources Committee has developed and approved an executive compensation philosophy to provide a framework for the Company’s executive compensation program featuring the following policies and practices:

This proposal gives our stockholders the opportunity to express their views on the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. For the reasons discussed above, we are asking our stockholders to indicate their support for our named executive officer compensation by voting FOR the following resolution at the 2016 Annual Meeting:

“RESOLVED: that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2015 Summary Compensation Table and the other related tables and disclosures in this Proxy Statement.”

The Say-on-Pay vote is an advisory vote only, and therefore it will not bind the Company or our Board of Directors. However, the Board of Directors and the Human Resources Committee will consider the voting results as appropriate when making future decisions regarding executive compensation.

The affirmative vote of the holders of a majority of the shares of the Company’s common stock present in person or by proxy at the 2016 Annual Meeting and entitled to vote on the advisory resolution on executive compensation is required to approve the proposal.

The Board of Directors recommends that the stockholders vote FOR the approval of the advisory resolution relating to the compensation of our named executive officers as disclosed in this proxy statement.

3. Ratification of Independent Registered Public Accounting Firm

Proposal 3 is the ratification of 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 2016. In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. The Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s and its stockholders’ best interests. Representatives of Deloitte & Touche LLP will be present at the meeting. They will be available to respond to your questions and may make a statement if they desire.

The affirmative vote of the holders of a majority of the shares of the Company’s common stock present in person or by proxy at the 2016 Annual Meeting and entitled to vote on the ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2016 is required to approve the proposal.

The Board of Directors and the Audit Committee recommend that the stockholders vote FOR the ratification of the appointment of Deloitte  & Touche LLP as the Company’s independent registered public accounting firm for 2016.

4. Amendment of the Company’s Restated Certificate of Incorporation to Change the Par Value of the Common Stock.

The Company is asking our stockholders to:

The Par Value Reduction is not contingent upon the occurrence of the Company’s previously announced spinoff of our publishing and retail-centric print services and office products company, which will be called LSC Communications, Inc. (“LSC”) and our financial communications and data services company, which will be called Donnelley Financial Solutions, Inc. (“Donnelley Financial”), to be effected by distributing at least 80% of the issued and outstanding shares of common stock of each of LSC and Donnelley Financial to our stockholders (the “Spinoff Transactions”). If approved by our stockholders, the Par Value Reduction is not contingent upon the occurrence of the Spinoff Transactions and is expected to be effected prior to the Spinoff Transactions.

Background and Purpose of the Par Value Reduction

The purpose of the Par Value Reduction is to bring the par value of our common stock in line with the par value of the capital stock of many other public companies incorporated in Delaware. Historically, the concept of par value served to protect creditors and senior security holders by ensuring that a company received at least the par value as consideration for issuances of stock. Over time, the concept of par value has lost its significance as lenders, creditors and other persons doing business with a company tend to rely on the total financial strength of the company as shown by its financial statements and earnings prospects and, especially in the case of financial institutions that lend money to a company, on contractual restrictions that establish financial requirements that the company must satisfy. Many companies that incorporate today use a nominal par value or have no par value.

Board Discretion to Implement the Par Value Reduction

No further action on the part of stockholders will be required to either implement or abandon the Par Value Reduction. If the proposal is approved by stockholders and the Board determines to implement the Par Value Reduction, the Company would provide notice of the Par Value Reduction to the public following the effective date of the Par Value Reduction. The Board reserves its right to elect not to proceed with the Par Value Reduction if it determines, in its sole discretion, that the proposal is no longer in the best interests of the Company or our stockholders. If approved by our stockholders, the Par Value Reduction is not contingent upon the occurrence of the Spinoff Transactions and is expected to be effected prior to the Spinoff Transactions.

Impact of the Par Value Reduction if Implemented

The Par Value Reduction will not change the number of authorized shares of common stock or affect the total number of shares of common stock currently outstanding. The Par Value Reduction will have no effect on the rights of the holders of common stock or preferred stock, except for reducing the minimum amount per share the Company must receive upon the issuance of any shares of common stock from $1.25 to $0.01.

Following the effectiveness of the Par Value Reduction, the Company’s “capital” under the Delaware General Corporation Law will be adjusted to reflect the Par Value Reduction. This will increase the Company’s “surplus” under the Delaware General Corporation Law available for the payment of dividends and the repurchase of common stock.

On the effective date of the Par Value Reduction, the stated capital on the Company’s balance sheet attributable to the Company’s common stock will be reduced to give effect to the decrease in par value from $1.25 to $0.01 and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced.

Certificates representing shares of our common stock, par value $1.25 per share, issued and outstanding prior to the effective time of the filing of the Par Value Reduction Certificate of Amendment will be deemed to represent the same number of shares of our common stock, par value $0.01 per share, as they did prior to such effective time. Existing certificates will not be exchanged for new certificates in connection with the Par Value Reduction.

Procedure for Effecting the Par Value Reduction

If the stockholders approve the proposal and the Board decides to implement the Par Value Reduction, the Par Value Reduction will become effective either upon the filing of the Par Value Reduction Certificate of Amendment with the Secretary of State of the State of Delaware or at such other date and time as is specified therein. Although the Company’s Board intends to file the Par Value Reduction Certificate of Amendment as soon as practicable after the 2016 Annual Meeting, the Board may determine in its discretion not to effect the Par Value Reduction at any time prior to the effectiveness of the filing of the Par Value Reduction Certificate of Amendment.

Required Vote and Board Recommendation

The affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote thereon is required to approve the proposal to amend the Company’s Restated Certificate of Incorporation to change the par value of the common stock.

The Board of Directors recommends that the stockholders vote FOR the proposal to amend the Company’s Restated Certificate of Incorporation to change the par value of the common stock.

5. Authorization of the Board of Directors to Effect, in Its Discretion, a Reverse Stock Split of the Outstanding and Treasury Common Stock, and a Concurrent Decrease in the Authorized Share Capital of the Company, and Approval of Corresponding Amendments to the Company’s Restated Certificate of Incorporation.

The Company is asking our stockholders to:

If the stockholders approve this proposal, the Board would effect the reverse stock split and cause a Certificate of Amendment to the Company’s Restated Certificate of Incorporation in the form attached to this Proxy Statement as Appendix B (the “Reverse Stock Split Certificate of Amendment”) to be filed with the Secretary of State of the State of Delaware only if any of the previously announced Spinoff Transactions are to occur (as described below). The Board may determine in its discretion not to effect any reverse stock split and not to file the Reverse Stock Split Certificate of Amendment with the Secretary of State of the State of Delaware. No further action on the part of stockholders will be required to either implement or abandon the reverse stock split.

Background

As previously announced, the Spinoff Transactions involve the Company spinning off our publishing and retail-centric print services and office products company, which will be LSC, and our financial communications and data services company, which will be Donnelley Financial, by distributing at least 80% of the issued and outstanding shares of common stock of each of LSC and Donnelley Financial to our stockholders. The Spinoff Transactions are subject to certain conditions, including, among others, obtaining final approval from the Board, receipt of a favorable opinion and/or rulings from the Internal Revenue Service with respect to the tax-free nature of the transactions for U.S. federal income tax purposes and the effectiveness of Form 10 filings with the SEC.

As of [●], 2016, the Company had [●] shares of the Company’s common stock issued and outstanding. The last sale price of our common stock on NASDAQ on [●], 2016 was $[●] and over the prior 52 weeks our stock price has ranged from $[●] to $[●].

Purpose of the Reverse Stock Split

The Board believes that it is in the best interests of the Company and our stockholders to reduce the number of issued and outstanding shares through a reverse stock split implemented in connection with the previously announced Spinoff Transactions. Immediately following the completion of the reverse stock split, the number of shares of our common stock issued and outstanding or held in treasury will be reduced proportionately based on the reverse stock split ratio of one share of common stock for every three shares of common stock held before the reverse stock split.

The Board believes implementing a reverse stock split is likely to increase the market price for our common stock as fewer shares will be outstanding. The Board further believes that the increased market price of our common stock expected as a result of implementing the reverse stock split may improve marketability and liquidity of our common stock and may encourage interest and trading in our common stock.

For example, the Board believes that some institutional investors and investment funds may be reluctant to invest, and in some cases may be prohibited from investing, in lower-priced stocks and that brokerage firms may be reluctant to recommend lower-priced stocks to their clients. If the market price and trading ranges for our common stock were to be significantly lower following the Spinoff Transactions, the reverse stock split could increase the likelihood that the market price of our common stock would be viewed more favorably by potential investors. Further, brokerage commissions, as a percentage of the total transaction, tend to be higher for lower-priced stocks. As a result, certain investors may also be dissuaded from purchasing lower-priced stocks. A higher stock price after the reverse stock split may reduce this concern.

The Board believes that it is in the best interests of the Company and our stockholders to reduce the number of authorized shares of common stock as part of the reverse stock split because the Board expects that the reverse stock split will reduce the need for such excess shares of authorized common stock.

Board Discretion to Implement the Reverse Stock Split

The Board expects to implement the reverse stock split effective at or near the time of the Spinoff Transactions. No decision has been made as to whether the reverse stock split will occur before or after the Spinoff Transactions. While the results of the stockholder vote on this proposal will not affect the Board’s previously announced decision to proceed with the Spinoff Transactions, if both of the planned Spinoff Transactions do not occur, the Board will not implement the reverse stock split. If the Board were to decide to proceed with only one of the

Spinoff Transactions, the Board may still determine to implement the reverse stock split.

No further action on the part of stockholders will be required to either implement or abandon the reverse stock split. If the proposal is approved by stockholders and the Board determines to implement the reverse stock split, the Company would communicate to the public, prior to the effective date of the reverse stock split, additional details regarding the reverse stock split. The Board reserves its right to elect not to proceed with the reverse stock split if it determines, in its sole discretion, that the proposal is no longer in the best interests of the Company or our stockholders.

Certain Risks Associated with the Reverse Stock Split

There can be no assurance that following the reverse stock split the market price of the Company’s common stock will increase in proportion to the reduction in the number of shares of the Company’s common stock issued and outstanding before the proposed reverse stock split. The total market capitalization of the Company’s common stock after the proposed reverse stock split may be lower than the total market capitalization before the proposed reverse stock split for reasons unrelated to the reverse stock split.

Impact of the Proposed Reverse Stock Split if Implemented

The reverse stock split would affect all of our stockholders uniformly and would not affect any stockholder’s percentage ownership interests or proportionate voting power, except to the extent that the reverse stock split results in any of our stockholders receiving cash in lieu of a fractional share. As described below, stockholders otherwise entitled to fractional shares as a result of the reverse stock split will receive cash payments in lieu of such fractional shares. These cash payments will reduce the number of post-reverse stock split stockholders to the extent there are presently stockholders who would otherwise receive less than one share of common stock after the reverse stock split. The other principal effects of the reverse stock split will be that:

Although the number of outstanding shares of the Company’s common stock would decrease following the proposed reverse stock split, the Board does not intend for the reverse stock split to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934.

The reduction in the Company’s authorized common stock as part of the reverse stock split will not have any immediate effect on the rights of existing stockholders. However, because the Company’s Board does not have the authority to issue common stock without the approval of our stockholders in excess of the difference between the authorized shares of common stock and the cumulative total of the Company’s outstanding and treasury shares of common stock, the reduction in the number of shares of authorized common stock as part of the reverse stock split will limit the amount of shares the Board may issue without first obtaining the approval of our stockholders.

Fractional Shares

Stockholders will not receive fractional post-reverse stock split shares in connection with the reverse stock split. Instead, the Company will pay to each registered stockholder, in cash, the value of any fractional share interest in the Company’s common stock arising from the reverse stock split. Any cash payment will equal the fraction of a share to which the stockholder would otherwise be entitled, multiplied by the closing price of the Company’s common stock as reported by NASDAQ or any national securities exchange upon which the Company’s common stock is listed on the effective date of the reverse stock split. This cash payment may be subject to applicable U.S. federal, state and local income tax.

No transaction costs will be assessed on our stockholders for the cash payment. Our stockholders will not be entitled to receive interest for the period of time between the effective date of the reverse stock split and the date payment is made for their fractional share interest in the Company’s common stock. You should also be aware that, under the escheat laws of certain jurisdictions, sums due for fractional interests that are not timely claimed after the funds are made available may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may be required to obtain the funds directly from the state to which they were paid.

If you believe that you may not hold sufficient shares of the Company’s common stock on the effective date of the reverse stock split to receive at least one share in the reverse stock split and you want to continue to hold shares of the Company’s common stock after the split, you may do so by either:

so that in each case you hold a number of shares of the Company’s common stock in your account prior to the reverse stock split that would entitle you to receive at least one share of the Company’s common stock on a post-reverse stock split basis.

Shares of the Company’s common stock held in registered form (that is, stock held by you in your own name in the Company’s stock register records maintained by our transfer agent) and stock held in “street name” (that is, stock held by you through a bank, broker or other nominee) for the same investor will be considered held in separate accounts and will not be aggregated when effecting the reverse stock split.

Effect on Registered and Beneficial Stockholders

Upon the reverse stock split, we intend to treat stockholders holding shares of the Company’s common stock in “street name” (that is, held through a bank, broker or other nominee) in the same manner as registered stockholders whose shares of the Company’s common stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the reverse stock split for their beneficial holders holding shares of the Company’s common stock in “street name”; however, these banks, brokers or other nominees may apply their own specific procedures for processing the reverse stock split. If you hold your shares of the Company’s common stock with a bank, broker or other nominee, and if you have any questions in this regard, we encourage you to contact your bank, broker or nominee.

Effect on Registered “Book-Entry” Stockholders

The Company’s registered stockholders may hold some or all of their shares electronically in book-entry form. These stockholders will not have stock certificates evidencing their ownership of shares of the Company’s common stock. They are, however, provided with a statement reflecting the number of shares of the Company’s common stock registered in their accounts.

Effect on Registered Certificated Shares

Some registered stockholders hold their shares of the Company’s common stock in certificate form or a combination of certificate and book-entry form. If any of your shares of the Company’s common stock are held in certificate form, you will receive a transmittal letter from the Company’s transfer agent as soon as practicable after the effective date of the reverse stock split. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the pre-reverse stock split shares of common stock for a statement of holding, together with any payment of cash in lieu of fractional shares to which you are entitled. When you submit your certificate representing the pre-reverse stock split shares of the Company’s common stock, your post-reverse stock split shares will be held electronically in book-entry form. This means that, instead of receiving a new stock certificate, you will receive a statement of holding that indicates the number of post-reverse stock split shares of the Company’s common stock that you own in book-entry form. The Company will no longer issue physical stock certificates unless you make a specific request for a share certificate representing your post-reverse stock split ownership interest.

Beginning on the effective date of the reverse stock split, each certificate representing pre-reverse stock split shares of the Company’s common stock will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares. If you are entitled to a payment in lieu of any fractional share interest, payment will be made as described above under “Fractional Shares.”

STOCKHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Accounting Consequences

Assuming our stockholders approve Proposal Number 4 in this Proxy Statement and such Proposal is implemented before the effectiveness of the reverse stock split, the par value per share of the Company’s common stock will remain unchanged following the reverse stock split. As a result, on the effective date of the reverse stock split, the stated capital on the Company’s balance sheet attributable to the Company’s common stock will be reduced proportionately based on the reverse stock split ratio determined by the Board, from the

amount stated on the balance sheet at the time, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The shares of the Company’s common stock held in treasury will also be reduced proportionately based on the reverse stock split ratio determined by the Board. After the reverse stock split, net income or loss per share, and other per share amounts will be increased because there will be fewer shares of the Company’s common stock outstanding. In future financial statements, net income or loss per share and other per share amounts for periods ending before the reverse stock split would be recast to give retroactive effect to the reverse stock split. As described above under “Impact of the Proposed Reverse Stock Split If Implemented,” the per share exercise price of outstanding option awards would increase proportionately, and the number of shares of common stock issuable upon the exercise of outstanding options and upon the vesting of unvested stock unit awards would decrease proportionately, in each case based on the reverse stock split ratio. The Company does not anticipate that any other accounting consequences would arise as a result of the reverse stock split.

No Appraisal Rights

Stockholders will not have dissenters’ or appraisal rights under Delaware corporate law or under the Company’s Restated Certificate of Incorporation in connection with the reverse stock split.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of certain material U.S. federal income tax consequences of the reverse stock split to our stockholders. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated under the Code by the Department of Treasury, and interpretations of such authorities by the courts and the Internal Revenue Service (the “IRS”), all as of the date of this proxy statement and all of which are subject to change at any time, possibly with retroactive effect. This summary is limited to holders of our common stock that are U.S. holders, as defined below, that hold their shares of the Company’s common stock as capital assets, within the meaning of section 1221 of the Code. Further, this summary does not discuss all tax considerations that may be relevant to holders of the Company’s common stock in light of their particular circumstances, nor does it address the consequences to holders of the Company’s common stock subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, partnerships (including arrangements or entities treated as partnerships for U.S. federal income tax purposes), persons who acquired shares of the Company’s common stock pursuant to the exercise of employee stock options or otherwise as compensation, financial institutions, insurance companies, dealers or traders in public securities, and persons who hold their shares of the Company’s common stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment or other risk-reduction transaction for U.S. federal income tax purposes. This summary does not address

any U.S. federal estate, gift or other non-income tax consequences or any applicable state, local, foreign, or other tax consequences. Each stockholder’s individual circumstances may affect the tax consequences of the reverse stock split.

For purposes of this summary, a “U.S. holder” is a beneficial owner of the Company’s common stock that is, for U.S. federal income tax purposes:

If a partnership (including any arrangement or entity treated as a partnership for U.S. federal income tax purposes) holds shares of Company common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding shares of the Company’s common stock should consult its tax advisor regarding the tax consequences of the reverse stock split.

Other than with respect to cash received in lieu of fractional shares, discussed below, no gain or loss should be recognized by a U.S. holder upon the reverse stock split. The aggregate tax basis of the new shares will be the same as the aggregate tax basis of the old shares exchanged in the reverse stock split, reduced by the portion of the tax basis that is allocable to a fractional share for which cash is received. A U.S. holder’s holding period in the new shares will include the period during which the U.S. holder held the old shares exchanged in the reverse stock split.

In general, the receipt of cash by a U.S. holder in lieu of a fractional share will result in a taxable gain or loss to such U.S. holder for U.S. federal income tax purposes. The amount of the taxable gain or loss to the U.S. holder will be determined based upon the difference between the amount of cash received by such U.S. holder and the portion of the basis of the old shares allocable to such fractional interest. The gain or loss recognized will constitute capital gain or loss and will constitute long-term capital gain or loss if the U.S. holder’s holding period is greater than one year as of the effective date of the reverse stock split.

Payments of cash in lieu of a fractional share made in connection with the reverse stock split may, under certain circumstances, be subject to backup withholding, unless a U.S. holder provides proof of an applicable exception or a correct taxpayer identification number, and

otherwise complies with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules are not additional tax and may be refunded or credited against the U.S. holder’s U.S. federal income tax liability, provided that the U.S. holder furnishes the required information to the IRS.

EACH OF OUR STOCKHOLDERS SHOULD CONSULT ITS TAX ADVISOR ABOUT THE PARTICULAR CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH STOCKHOLDER, INCLUDING THE APPLICATION OF STATE, LOCAL AND FOREIGN TAX LAWS, AND POSSIBLE CHANGES IN TAX LAW THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.

Procedure for Effecting Reverse Stock Split

If the stockholders approve the proposal and the Board decides to implement the reverse stock split, the reverse stock split will become effective at the time and on the date of filing of the Reverse Stock Split Certificate of Amendment with the Secretary of State of the State of Delaware or at such other date and time as is specified therein. Beginning at the effective time of the reverse stock split, each certificate representing pre-reverse stock split shares of the Company’s common stock will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares of the Company’s common stock.

Required Vote and Board Recommendation

The affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote thereon is required to approve the proposal to authorize the Board of Directors to effect, in its discretion, a reverse stock split of the outstanding and treasury common stock, and a concurrent decrease in the authorized number of shares of the Company’s common stock, and approve corresponding amendments to the Company’s Restated Certificate of Incorporation.

The Board of Directors recommends that the stockholders vote FOR the proposal to authorize the Board of Directors to effect, in its discretion, a reverse stock split of the outstanding and treasury common stock, and a concurrent decrease in the number of shares of the Company’s common stock, and approve corresponding amendments to the Company’s Restated Certificate of Incorporation.

6. Amendment, in the Discretion of the Board of Directors, of the Restated Certificate of Incorporation to Revise the Provision Fixing the Size of the Board of Directors

The Company is asking our stockholders to:

If the stockholders approve this proposal, the Board would effect the amendment (the “Board Size Change”) by filing a Certificate of Amendment of the Company’s Restated Certificate of Incorporation in the form attached to this proxy statement as Appendix C (the “Board Size Change Certificate of Amendment”) with the Secretary of State of the State of Delaware only if any of the previously announced Spinoff Transactions are to occur. The Board may determine in its discretion not to effect the Board Size Change at any time prior to the effectiveness of such filing. No further action on the part of stockholders will be required to either implement or abandon the Board Size Change.

Background and Purpose of the Board Size Change

The purpose of the Board Size Change is to decrease the size range for the Board to reflect what the Board believes to be a more appropriately sized Board to effectively manage the Company following the Spinoff Transactions. As the size of the Company will be smaller and the businesses of the Company will be more focused following the Spinoff Transactions, the Board believes it may no longer need such a large Board to effectively manage the business and affairs of the Company following the Spinoff Transactions. Consequently, the Board Size Change reduces the size range of the Board to no less than six or more than twelve directors to give the Board the flexibility to make appropriate changes to the size of the Board in light of the impacts of the Spinoff Transactions. The Board currently is comprised of ten directors.

Board Discretion to Implement the Board Size Change

The Board expects to implement the Board Size Change at or near the time of the Spinoff Transactions. While the results of the stockholder vote on this proposal will not affect the Board’s previously announced decision to proceed with the Spinoff Transactions, if both of the planned Spinoff Transactions do not occur, the Board will not implement the Board Size Change. If the Board were to decide to proceed with only one of the Spinoff Transactions, the Board may still determine to implement the Board Size Change.

No further action on the part of stockholders will be required to either implement or abandon the Board Size Change. If the proposal is approved by stockholders and the Board determines to implement the Board Size Change, the Company would provide notice of the Board Size Change to the public following the effective date of the Board Size Change. The Board reserves its right to elect not to proceed with Board Size Change if it determines, in its sole discretion, that the proposal is no longer in the best interests of the Company or our stockholders.

Impact of the Board Size Change if Implemented

There will be no immediate effect of the Board Size Change. The Board may already fix the size of the Board by resolution, provided that the size so fixed is not fewer than nine or greater than fifteen

directors. Following the effectiveness of the Board Size Change, the Board would be permitted to fix the size of the Board at no fewer than six and no more than twelve directors without obtaining the prior approval of our stockholders.

Procedure for Effecting the Board Size Change

If the stockholders approve the proposal and the Board decides to implement the Board Size Change, the Board Size Change will become effective either upon the filing of the Board Size Change Certificate of Amendment with the Secretary of State of the State of Delaware or at such other date and time as is specified therein.

Required Vote and Board Recommendation

The affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote thereon is required to approve the proposal to amend, in the discretion of the Board of Directors, the Restated Certificate of Incorporation to revise the provision fixing the size of the Board of Directors.

The Board of Directors recommends that the stockholders vote FOR the proposal to amend, in the discretion of the Board, the Restated Certificate of Incorporation to revise the provision fixing the size of the Board of Directors.

Remember that attendance at the meeting will be limited to stockholders as of the record date with an admission ticket or evidence of their share ownership and guests of the Company.

If your shares are held in street name, you must contact your broker to revoke your proxy.

In the election of directors, each nominee will be elected by the vote of the majority of votes cast. A majority of votes cast means that the number of votes cast “FOR” a nominee’s election must exceed the number of shares voted “AGAINST” such nominee. Each nominee receiving a majority of votes cast “FOR” his or her election will be elected. If you elect to “ABSTAIN” with respect to a nominee for director, the abstention will not impact the election of such nominee.

Election of directors is considered a non-routine matter. Accordingly, broker non-votes will not count as a vote “FOR” or “AGAINST” a nominee’s election and will not impact the election of such nominee. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted.

Each of these matters other than Proposals 4, 5 and 6 requires the affirmative vote of a majority of the shares present at the meeting and entitled to vote on the proposal. If you indicate on your proxy card that you wish to “ABSTAIN” from voting on a proposal, other than Proposals 4, 5 and 6, your shares will not be voted on that proposal. Abstentions are not counted in determining the number of shares voted “FOR” or “AGAINST” any proposal, but will be counted as present and entitled to vote on the proposal. Accordingly, an abstention will have the effect of a vote against the proposal.

Broker non-votes are not counted in determining the number of shares voted for or against any proposal and will not be counted as present and entitled to vote on any of Proposals 1, 2 and 3.

Each of Proposals 4, 5 and 6 requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote on the proposal. Accordingly, abstentions and broker non-votes, as well as failures to vote, will have the effect of a vote “AGAINST” any of Proposals 4, 5 and 6.

The Board’s Committees and Their Functions

The Board has three standing committees. The members of those committees and the committees’ responsibilities are described below. Each committee operates under a written charter that is reviewed annually and is posted on the Company’s web site at the following address: www.rrdonnelley.com. A print copy of each charter is available upon request.

Audit Committee — assists the Board in its oversight of (1) the integrity of the Company’s financial statements and the Company’s accounting and financial reporting processes and financial statement audits, (2) the qualifications and independence of the Company’s independent registered public accounting firm, and (3) the performance of the Company’s internal auditing department and the independent registered public accounting firm.

The committee selects, compensates, evaluates and, when appropriate, replaces the Company’s independent registered public accounting firm. Pursuant to its charter, the Audit Committee is authorized to obtain advice and assistance from internal or external legal, accounting or other advisors and to retain third-party consultants, and has the authority to engage independent auditors for special audits, reviews and other procedures.

As required by its charter, each member of the Audit Committee is independent of the Company, as such term is defined for purposes of the Nasdaq Stock Market listing rules and the federal securities laws. The Board has determined that each of Susan M. Cameron, Jeffrey G. Katz, Richard K. Palmer and John C. Pope is an “audit committee financial expert” as such term is defined under the federal securities laws and the Nasdaq Stock Market listing rules.

The members of the Audit Committee are Ms. Cameron and Messrs. Katz, Palmer (chair) and Pope. The committee met 10 times in 2015.

Governance, Responsibility & Technology Committee — (1) makes recommendations to the Board regarding nominees for election to the Board and recommends policies governing matters affecting the board, (2) develops and implements governance principles for the Company and the Board, (3) conducts the regular review of the performance of the Board, its committees and its members, (4) oversees the Company’s responsibilities to its employees and to the environment, (5) reviews the Company’s technology initiatives and (6) recommends director compensation to the Board.

As required by its charter, each member of the Governance, Responsibility & Technology Committee is independent of the Company, as such term is defined for purposes of the Nasdaq Stock Market listing rules and the federal securities laws.

Pursuant to its charter, the Governance, Responsibility & Technology Committee is authorized to obtain advice and assistance from outside advisors and to retain third-party consultants and has the sole authority to approve the terms and conditions under which it engages director search firms.

The members of the Governance, Responsibility & Technology Committee are Ms. Hamilton (chair) and Messrs. Crandall, Katz and Sockwell. The committee met 6 times in 2015.

Human Resources Committee — (1) establishes the Company’s overall compensation strategy, (2) establishes the compensation of the Company’s chief executive officer, other senior officers and key management employees and (3) adopts amendments to, and approves terminations of, the Company’s employee benefit plans.

As required by its charter, each member of the Human Resources Committee is independent of the Company, as such term is defined for purposes of the Nasdaq Stock Market listing rules and the federal securities laws. In addition, in accordance with Nasdaq Stock Market listing rules, the Board considered all factors specifically relevant to determining whether a director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a Human Resources Committee member to affirmatively determine each member of the Human Resources Committee is independent.

Pursuant to its charter, the Human Resources Committee is authorized to obtain advice and assistance from internal or external legal or other advisors and has the sole authority to engage counsel, experts or consultants in matters related to the compensation of the chief executive officer and other executive officers of the Company (with sole authority to approve any such firm’s fees and other retention terms). Pursuant to its charter, prior to selecting or receiving any advice from any committee advisor (other than in-house legal counsel) and on an annual basis thereafter, the Human Resources Committee must assess the independence of such committee advisors in compliance with any applicable Nasdaq Stock Market listing rules and the federal securities laws. The Human Resources Committee must also review and approve, in advance, any engagement of any compensation consultant by the Company for any services other than providing advice to the Committee regarding executive officer compensation. The Human Resources Committee engaged Willis Towers Watson in 2015 as its executive compensation consultant to provide objective analysis, advice and recommendations on executive pay in connection with the Human Resources Committee’s decision-making process.

In 2015, Willis Towers Watson’s fees for executive compensation consulting services were approximately $230,000. Additionally, Willis

Towers Watson provided approximately $420,000 in unrelated human resources services to the Company. These additional services included health and welfare consulting services and international pension consulting.

While Willis Towers Watson provides additional services to the Company (not under the direction of the Human Resources Committee), these services have all been approved by the Human Resources Committee. The Human Resources Committee reviewed the work and services provided by Willis Towers Watson and it has determined that (1) these services were provided on an independent basis and (2) no conflicts of interest exist. Factors considered by the Human Resources Committee in its assessment include:

Willis Towers Watson reported directly to the Human Resources Committee and not to management on executive officer and director compensation matters. The Willis Towers Watson teams that provide health and welfare consulting services to us are separate from the Willis Towers Watson team that provides executive and director compensation consulting services. Management, including the Company’s executive officers, develops preliminary recommendations regarding compensation matters with respect to the executive officers other than the chief executive officer for Committee review. The Human Resources Committee then reviews management’s preliminary recommendations and makes final compensation decisions. Willis Towers Watson advised the Human Resources Committee on the compensation levels of the Company’s executive officers and provided advice related to proposed compensation. The Human Resources Committee, with the assistance of its consultants, has reviewed and evaluated the Company’s executive and employee compensation practices and has concluded, based on this review, that any risks associated with such practices are not likely to have a material adverse effect on the Company. The determination primarily took into account the balance of cash and equity payouts, the balance of annual and long-term incentives, the type of performance metrics used, incentive plan payout leverage, avoidance of uncapped

rewards, multi-year vesting for equity awards, use of stock ownership requirements for senior management and the Human Resources Committee’s oversight of all executive compensation programs. See Compensation Discussion and Analysis beginning on page 26 of this proxy statement for further information regarding executive compensation decisions.

The members of the Human Resources Committee are Mses. Cameron and Gianinno and Mr. Riordan (chair). The committee met 7 times in 2015.

Policy on Attendance at Stockholder Meetings

Directors are expected to attend in person regularly scheduled meetings of stockholders, except when circumstances prevent such attendance. When such circumstances exist and in the judgment of the Chairman it is deemed critical that all directors participate, or in the case of special stockholder meetings, directors may participate by telephone or other electronic means and will be deemed present at such meetings if they can both hear and be heard. All current members of the Board who were members at the time attended the Company’s 2015 Annual Meeting in person.

Corporate Governance

Governance Highlights

The Company has a practice of engaging in dialogue with our major stockholders about various corporate governance topics. Insights we have gained from these discussions over the years have been helpful to the Board and its committees as they consider and adopt policies and other governance initiatives. In recent years the Company has undertaken a number of governance initiatives including:

As described in Compensation Discussion and Analysis beginning on page 26 of this proxy statement, during 2015 the Company continued its practice of engaging with stockholders about various corporate governance topics, including executive compensation, and takes into account such feedback when reviewing and revising aspects of its governance structure and the executive compensation program.

Principles of Corporate Governance

The Board has adopted a set of Principles of Corporate Governance to provide guidelines for the Company and the Board to ensure effective corporate governance. The Principles of Corporate Governance cover topics including, but not limited to, director qualification standards, Board and committee composition, director access to management and independent advisors, director orientation and continuing education, director retirement age, succession planning and the annual evaluations of the Board and its committees.

The Governance, Responsibility & Technology Committee is responsible for overseeing and reviewing the Principles of Corporate Governance and recommending to the Board any changes to those principles. The full text of the Principles of Corporate Governance is available through the Corporate Governance link on the Investors page of the Company’s web site at the following address: www.rrdonnelley.com and a print copy is available upon request.

Code of Ethics

The Company maintains a Principles of Ethical Business Conduct and the policies referred to therein which are applicable to all directors and employees of the Company. In addition, the Company has adopted a Code of Ethics that applies to the chief executive officer and senior financial officers. The Principles of Ethical Business Conduct and the Code of Ethics cover all areas of professional conduct, including, but not limited to, conflicts of interest, disclosure obligations, insider trading and confidential information, as well as compliance with all laws, rules and regulations applicable to our business. The Company encourages all employees, officers and directors to promptly report any violations of any of the Company’s policies. In the event that an amendment to, or a waiver from, a provision of the Code of Ethics is necessary, the Company intends to post such information on its web site. The full text of each of the Principles of Ethical Business Conduct and our Code of Ethics is available through the Corporate Governance link on the Investors page of the Company’s web site at the following address: www.rrdonnelley.com and a print copy is available upon request.

Independence of Directors

The Company’s Principles of Corporate Governance provide that the Board must be composed of a majority of independent directors. No director qualifies as independent unless the Board affirmatively determines that the director has no relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in

carrying out the responsibilities of a director. The Board has determined that Messrs. Crandall, Katz, Palmer, Pope, Riordan and Sockwell and Mses. Cameron, Gianinno and Hamilton are independent in accordance with Nasdaq Stock Market requirements. The Board took into account all relevant facts and circumstances in making this determination.

Executive Sessions

The Company’s independent directors meet regularly in executive sessions without management. Executive sessions are led by the chairman of the Board. An executive session is held in conjunction with each regularly scheduled Board meeting. Each committee of the Board also meets in executive session without management in conjunction with each regularly scheduled committee meeting and such sessions are led by the committee chair.

Board Leadership

The Board has determined that having an independent director serve as chairman of the Board is in the best interest of stockholders at this time. The structure ensures a greater role for the independent directors in the oversight of the Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board. No single leadership model is right for all companies and at all times, however, the Board conducts an annual evaluation in order to determine whether it and its committees are functioning effectively and recognizes that, depending on the circumstances, other leadership models might be appropriate. Accordingly, the Board periodically reviews its leadership structure. The Board’s Principles of Corporate Governance provide that, generally, no director may serve as chairman of the Board or any committee for more than three years, provided that the Governance, Responsibility & Technology Committee may recommend to the Board, and the Board may approve, a single extension of the term of a chairman of the Board or any committee for an additional three years once the chairman’s initial three-year term has ended and the Governance, Responsibility & Technology Committee may recommend to the Board, and the Board may approve, extending the term of the chairman of the Board or any committee beyond six years if it deems such an extension to be in the best interest of the stockholders and the Company. In addition, service as a chairman of the Board or any committee prior to the 2014 Annual Meeting shall not be considered for purposes of this limitation.

Board and Committee Evaluations

The Board undertakes a three part annual evaluation process that is coordinated by the chair of the Governance, Responsibility & Technology Committee: (1) Board, committee and individual self-evaluation questionnaires; (2) evaluations completed by applicable members of management of the Board and its committees; and (3) interviews of each director conducted by a third-party governance expert. Results of the individual written evaluations are shared with the chair of the Governance, Responsibility & Technology Committee, the chairman of the Board and the Chief Executive Officer, after which it is determined whether discussions with any individual director concerning performance

are necessary. Results are then shared with the chairs of the applicable committees before being sent to the Board and each committee for their review. The chair of the Governance, Responsibility & Technology Committee discusses the results from the interviews with the third-party expert and summarizes such results and presents them to the Board.

Board’s Role in Risk Oversight

The Board is actively involved in oversight of risks inherent in the operation of the Company’s businesses and the implementation of its strategic plan. The Board performs this oversight role by using several different levels of review. In connection with its reviews of the operations of the Company’s business units and corporate functions, the Board addresses the primary risks associated with those units and functions. In addition, the Board reviews the key risks associated with the Company’s strategic plan annually and periodically throughout the year as part of its consideration of the strategic direction of the Company as well as reviewing the output of the Company’s risk management process each year.

The Board has delegated to the Audit Committee oversight of the Company’s risk management process. Among its duties, the Audit Committee reviews with management (a) Company policies with respect to risk assessment and management of risks that may be material to the Company, (b) the Company’s system of disclosure controls and system of internal controls over financial reporting, and (c) the Company’s compliance with legal and regulatory requirements.

Each of the other Board committees also oversees the management of Company risks that fall within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors, and each committee reports back to the full Board. The Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, other financial matters, certain compliance issues and accounting and legal matters. The Audit Committee, along with the Governance, Responsibility & Technology Committee, is also responsible for reviewing certain major legislative and regulatory developments that could materially impact the Company’s contingent liabilities and risks. The Governance, Responsibility & Technology Committee also oversees risks related to the Company’s governance structure and processes, related person transactions, certain compliance issues and Board and committee structure to ensure appropriate oversight of risk. The Human Resources Committee considers risks related to the attraction and retention of key management and employees and risks relating to the design of compensation programs and arrangements, as well as developmental and succession planning for possible successors to the position of chief executive officer and planning for other key senior management positions.

Nomination of Directors

It is the policy of the Governance, Responsibility & Technology Committee to consider candidates for director recommended by stockholders. In order to recommend a candidate, stockholders must

submit the individual’s name and qualifications in writing to the committee (in care of the Secretary at the Company’s principal executive offices at 35 West Wacker Drive, Chicago, Illinois 60601 and otherwise in accordance with the procedures outlined under Submitting Stockholder Proposals and Nominations for 2017 Annual Meeting on page 55 of this proxy statement. The committee evaluates candidates recommended for director by stockholders in the same way that it evaluates any other candidate.

The committee also considers candidates recommended by management and members of the Board as well as nominees recommended by stockholders.

In identifying and evaluating nominees for director, the committee takes into account the applicable requirements for directors under the listing rules of the Nasdaq Stock Market. In addition, the committee considers other criteria as it deems appropriate and which may vary over time depending on the Board’s needs, including certain core competencies and other criteria such as the personal and professional qualities, experience and education of the nominees, as well as the mix of skills and experience on the Board prior to and after the addition of the nominees. Although not part of any formal policy, the goal of the committee is a balanced and diverse Board, with members whose skills, viewpoint, background and experience complement each other and, together, contribute to the Board’s effectiveness as a whole.

The Governance, Responsibility & Technology Committee from time to time has engaged third-party search firms to identify candidates for director, and has used search firms to do preliminary interviews and background and reference reviews of prospective candidates.

Communications with the Board of Directors

The Board has established procedures for stockholders and other interested parties to communicate with the Board. A stockholder or other interested party may contact the Board by writing to the chairman of the Governance, Responsibility & Technology Committee or the other non-management members of the Board to their attention at the Company’s principal executive offices at 35 West Wacker Drive, Chicago, Illinois 60601. Any stockholder must include the number of shares of the Company’s common stock he or she holds and any interested party must detail his or her relationship with the Company in any communication to the Board. Communications received in writing are distributed to the chairman of the Governance, Responsibility & Technology Committee or non-management directors of the Board as a group, as appropriate, unless such communications are considered, in the reasonable judgment of the Company’s Secretary, improper for submission to the intended recipient(s). Examples of communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to the Company or the Company’s business or communications that relate to improper or irrelevant topics.

Program Summary and 2015 Operating Highlights

The executive compensation program at RR Donnelley is designed to strike an appropriate balance between aligning stockholder interests, rewarding our executives for strong performance, ensuring long-term Company success, and retaining our key executive talent.

Compensation of executive officers is overseen by the Human Resources Committee (“HR Committee”) of the Board of Directors. The HR Committee has engaged Willis Towers Watson Human Resources Consulting (“Willis Towers Watson”) as its executive compensation consultant to provide objective analysis, advice and recommendations on executive pay in connection with the HR Committee’s decision-making process. Key features of our executive compensation program include:

Compensation Components

Best Practices

Operating Highlights

RR Donnelley produced solid results in 2015:

Planned Transactions for the Company

On August 4, 2015 the Company announced the intention to split into three independent public companies:

We are still in the planning stages for these transactions, and cannot yet confirm the impact on the individual NEOs, nor the exact timing to name the officers of the new companies.

On March 24, 2016 the Company announced the CEO and Board Leadership for the three companies:

CEO: Daniel N. Leib

Chairman: Richard L. Crandall

Chairman and CEO: Thomas J. Quinlan III

Lead Director: Judith H. Hamilton

CEO: Daniel L. Knotts

Chairman: John C. Pope

These transactions are subject to certain conditions, including, among others, obtaining final approval from the Board, receipt of a favorable

opinion and/or rulings from the Internal Revenue Service with respect to the tax-free nature of the transactions for U.S. federal income tax purposes and the effectiveness of Form 10 filings with the SEC.

We recognize the need for our compensation programs to be appropriately modified to take into account the transactions. As such, the Human Resources Committee has established the guiding principle to keep the overall construct of our 2016 compensation programs as straightforward as possible, with a focus on simplicity and consistency. As we look forward to 2016 compensation decisions, the Committee will give consideration to the following factors:

In 2016, to maintain focus on the work to be done for the spin transactions, the HR Committee implemented a spin cost reduction plan which awards a bonus to certain NEOs (other than the CEO) in the amount of 1x salary payable if the total costs incurred by the Company in connection with the spin transaction (excluding debt and financing costs) do not exceed a threshold amount.

In addition to the matters requested of the Committees compensation consultant (see Role of Compensation Consultant on page 34), the Committee requested its compensation consultant, Willis Towers Watson, conduct a special review of decisions that will need to be made over the course of 2016, with regard to the spin transactions described above. The Human Resources Committee intends to consider the recommendations of Willis Towers Watson in making further determination with respect to the effect of the transaction.

2015 Compensation Decisions

Base Salaries

In 2015 the Committee approved an increase to the CEO’s salary of 20%, reflecting an adjustment to bring Mr. Quinlan into the desired competitive positioning relative to market. Mr. Quinlan had not received a base salary increase since 2008. The Committee also approved an 11% salary increase for the EVP, General Counsel, reflecting an adjustment to also bring Ms. Bettman into the desired competitive positioning relative to market. The Committee provided no base salary increases to any other NEO in 2015.

Annual Incentive Plan (AIP)

The HR Committee reviewed the 2015 results and the Company’s performance against the adjusted EBITDA goal established for the AIP. As a result, and consistent with our pay for performance philosophy, the HR Committee confirmed the AIP payout earned under the

scale established for the 2015 AIP at 18.9% of target levels. See Annual Incentive Plan on page 31.

Long-Term Incentive Program

With respect to 2015 compensation decisions, the HR Committee had a series of discussions regarding the most appropriate way to motivate and retain its executives while still maintaining a continued focus on producing strong operating results. The HR Committee also believed it was important to continue to use equity vehicles to provide alignment with stockholders, to emphasize long-term performance and to ensure continuity of senior leadership, therefore, the 2015 Long-Term Incentive Program consisted of two key components: PSUs and RSUs.

The 2015 long-term incentive program consisted of:

In previous years, the HR Committee felt it was important to enhance the value of the long-term incentive program for the NEOs. Driven by the concerns of some large stockholders over the dilution of RRD stock, special long-term incentive cash awards were granted to certain NEOs (other than the CEO). While no such awards were granted in 2015, awards from prior years vested in 2015 and will continue to vest in 2016 and 2017.

Stockholder Outreach

During the course of 2015/2016, the Company continued its practice of engaging with stockholders about various corporate governance topics including executive compensation. Meetings were held with significant institutional investors, to, among other things, gather additional feedback on our compensation programs. Based on such meetings and meetings held in prior years, the Company restructured its LTI program to decrease dilution by providing for cash only awards under the LTIP for employees below the EVP/President level.

The Company received an 75.25% vote in support of its executive compensation program in the 2015 Say-on-Pay advisory vote (the “Advisory Vote”). The feedback received from investors and the results of the Advisory Vote were taken into consideration by the HR Committee in the review and administration of our program throughout the year and in the full scale evaluation of executive compensation that was conducted in 2015. We believe the 2015 compensation decisions and the overall executive compensation program are tailored to our business strategies, align pay with performance, and take into account feedback received from investors. We will continue our engagement with our stockholders regarding our executive compensation program as well as other governance matters.

Guiding Principles

RR Donnelley’s executive compensation programs have been designed to provide a total compensation package that will enable the Company to attract, retain and motivate executives.

In designing our executive compensation program, we are guided by five principles:

In 2015, Willis Towers Watson completed a thorough review of the compensation peer group at the request of the HR Committee. As a result of this analysis, several changes were made to the peer group to enhance its alignment with RR Donnelley from the standpoint of industry and talent competitors. The resulting group, approved in

2015, reflects 27 companies, with median revenues of approximately $10.5 billion (compared to RR Donnelley revenue of $11.3 billion); the 2015 peer companies have revenues between 1/3x and 3x those of RR Donnelley. These companies are:

Based on the assessment of both peer group and market data, each year the HR Committee determines whether the overall executive compensation program is consistent with our business strategy and objectives and promotes RR Donnelley’s compensation philosophy. In general, compensation levels for our NEOs are targeted at the 50th percentile of target market and peer group data. Peer group data are

supplemented with market survey data from the Mercer Executive Survey and the Willis Towers Watson CDB General Industry Executive Compensation Survey. This 50th percentile target level provides a total competitive anchor point for our program. Actual compensation levels can vary up or down from targeted levels based on the performance of both the Company and the individual.

The guiding principles and structure of our program are applied consistently to all NEOs. Any differences in compensation levels that exist among our NEOs are primarily due to differences in market practices for similar positions, the responsibility, scope and complexity of the NEO’s role in the Company, factors related to a newly hired or promoted NEO and/or the performance of individual NEOs.

Base Salary

Base salary is designed to compensate our NEOs for their roles and responsibilities and, in addition, to provide a stable and fixed level of compensation. Base salaries for each executive are set considering:

Annually, the HR Committee reviews the base salaries of each NEO. Adjustments are made based on individual performance, changes in roles and responsibilities and target market and peer group data for similar positions. Salaries are targeted at the 50th percentile of target for similar positions in both the market and peer group.

In general, base salary is the smallest component of the overall compensation package, assuming that the Company is achieving or exceeding targeted performance levels for its incentive programs. On average, it currently represents 21% of the total target compensation package for our NEOs. This is consistent with our philosophy to have a higher weighting of variable compensation versus fixed compensation. After consideration of all the above factors, including market practices, peer group and market survey data, in 2015 the HR Committee approved base salary increases for the CEO and EVP, General Counsel. See 2015 Compensation Decisions on page 27.

Annual Incentive Plan

We provide annual incentive awards under the AIP in the form of cash. These short-term cash incentives are designed to reward achievement against specific, pre-set financial goals and individual performance objectives measured over the fiscal year for which compensation is paid. AIP targets for the NEOs are 150% of base salary except for Mr. Coxhead who has an AIP target of 100%. Assuming performance is on target, these awards currently represent between 18% and 26% of the total target compensation package for the CEO and the COO, respectively, and an average of 32% of the total target compensation package for the Other NEOs.

In 2014, at the request of the HR Committee, Willis Towers Watson conducted a full scale evaluation of all the executive compensation programs in the Company. As an outcome of this evaluation, in order to more closely reflect the market norms in annual incentive plans, changes were made to the 2015 AIP structure. The 2015 performance-payout curve was structured as follows:

For 2015, the AIP structure was established in a fashion that recognizes the importance in achieving earnings levels for the business. The 2015 Company-wide performance was measured using non-GAAP

adjusted EBITDA. The non-GAAP adjusted EBITDA target for 2015 was set at $1,221 million. This performance level was set by the HR Committee at the beginning of the year after thorough discussion with management regarding the Company’s forecasted performance.

Awards to the NEOs are based not only on performance against the corporate financial target as described above, but also on each executive’s performance against specific individual objectives. Specific individual objectives for the NEOs, excluding the CEO, were reviewed and approved by the CEO, and can vary from year-to-year depending upon key business objectives and areas of emphasis for each executive. The specific individual objectives for the CEO were reviewed and approved by the HR Committee. If the financial performance target or targets for the year are achieved each executive may receive a bonus up to the maximum amount established by the AIP and any individual objectives, modified (downward only) by achievement levels on individual objectives. If the AIP financial target is not met, no payout will occur under AIP regardless of achievement level of individual objectives.

The CEO has a discussion with the HR Committee on the payouts for the COO and Other NEOs, including a discussion on performance against individual objectives. Final bonus determinations for these executives (with input from the CEO) as well as that for the CEO are based on the HR Committee’s overall view of each NEO’s performance against their individual objectives.

Given marketplace dynamics and the possibility of unforeseen developments, the HR Committee has discretionary authority to increase or decrease the amount of the award otherwise payable if it determines prior to the end of the plan year that an adjustment is appropriate to better reflect the actual performance of the Company and/or the participant; provided, however, the HR Committee may not increase the amount of the award payable to a person who is a “covered employee” as defined in Section 162 (m), to an amount in excess of the amount earned under the 2012 Performance Incentive Plan (PIP). The HR Committee has discretionary authority to decrease the amount of the award otherwise payable at any time for any person designated as an executive officer of the Company for purposes of Section 16, including after the end of the plan year. Additionally, the HR Committee has discretionary authority to reduce the amount of the award otherwise payable if it determines that any participant engaged in misconduct.

2015 Results

The industry continues to face difficult economic challenges. Technological changes, electronic substitution, postal costs, advertising and consumer spending as well as volatility, sustainability and consolidation related to raw materials all impact the Company’s overall operating results. As a result of these market trends, the HR Committee believed that the 2015 non-GAAP adjusted EBITDA target for the AIP, which was set in February 2015, was appropriate.

Specific Program for 2015

Our stockholder-approved incentive plans allow for the HR Committee to grant performance share units, restricted stock, restricted share units, stock options and cash awards to any eligible employee. In addition, the Plan permits delegation of the HR Committee’s authority to grant equity to employees other than NEOs in certain circumstances and the HR Committee has delegated such authority to the CEO over a small number of equity/cash awards to non-executive officers.

The HR Committee believed it was important to continue to use equity vehicles to provide alignment with stockholders and to continue to emphasize long-term performance by again granting performance share units for all NEOs. The PSUs granted in 2015 will be earned based on the Company’s performance for fiscal years 2015-2017 relative to specific levels of cumulative free cash flow (defined as cash flow from continuing operations less capital expenditures over the

three-year period) with a modifier (+/- 10%) for organic revenue growth in certain businesses over the years ended December 31, 2015, 2016 and 2017. The financial targets were intended to be challenging yet achievable. The HR Committee considered business challenges and top line and core operating performance when setting these targets.

The payout scale for PSUs is based on cumulative free cash flow (FCF), and can be modified upward or downward depending on organic revenue growth:

In addition to PSUs, the HR Committee also granted RSUs to the NEOs. PSUs and RSUs were granted in a 50/50 split. In previous years, the HR Committee felt it was important to enhance the retention value of the long-term incentive program for the NEOs. Special long-term incentive cash awards were granted to certain NEOs. While no such awards have been granted in 2015, awards from prior years vested in 2015 and will continue to vest in 2016 and 2017.

Benefit Programs

Our benefit programs are established based upon an assessment of competitive market factors and a determination of what is needed to retain high-caliber executives. RR Donnelley’s primary benefits for executives include participation in the Company’s broad-based plans at the same intended benefit levels as other employees. These plans include: retirement plans, savings plans, the Company’s health and dental plans and various insurance plans, including disability and life insurance.

RR Donnelley also provides certain executives, including the NEOs, the following benefits:

Stock Ownership Guidelines

The HR Committee has established stock ownership guidelines at the Executive Vice President level, or any such other title more senior than a Senior Vice President. These guidelines are designed to encourage our executives to have a meaningful equity ownership in the Company, and thereby link their interests with those of our stockholders. These stock ownership guidelines provide that, within three years of becoming an executive, each executive must own (by way of shares owned outright, shares owned through our 401(k) plans and shares of unvested restricted stock and unvested restricted share units, but not including unexercised stock options or performance share units) shares of our common stock with a value of either one times base salary for EVP (or any such title more senior than a Senior Vice President), three times base salary for the COO and Other NEOs, or five times base salary for the CEO. In the event an officer does not achieve or make progress toward the required stock ownership level, the HR Committee has the discretion to take appropriate action. As of March 2016, all of the NEOs have met or exceeded their ownership guidelines.

Post-Termination Benefits

The HR Committee believes that severance benefits and change of control benefits are necessary in order to attract and retain the caliber

and quality of executives that RR Donnelley needs in its most senior positions. These benefits are particularly important in an industry undergoing consolidation, providing for continuity of senior management and helping executives focus on results and strategic initiatives. The levels of payments and benefits available upon termination were set to be comparable to those in our peer group.

Each of our NEOs, including our CEO, has an agreement that provides for severance payments and benefits if termination occurs without “cause” or if the executive leaves for “good reason.” Mr. Coxhead’s employment agreement does not provide for rights upon his termination for “good reason.” There is also additional compensation provided for the CEO and COO in circumstances following such termination after a “Change in Control,” as defined in the agreements (within a specified period of time following the Change in Control). Payment of such compensation however, does require a “double trigger” (requiring both a Change in Control and the termination of the executive as defined in the agreement) to trigger cash severance payments.

The Company has adopted a policy that limits the ability to enter into a future severance arrangement with an executive officer that provides for benefits in an amount that exceeds 2.99 times the executive officer’s then current base salary and target bonus, unless such future severance arrangement receives stockholder approval. In addition, future agreements will also not provide for the gross-up of excise taxes in the event of a Change in Control.

Additional information regarding severance and change in control payments, including a definition of key terms and a quantification of benefits that would have been received by our NEOs had termination occurred on December 31, 2015, is found under Potential Payments upon Termination or Change in Control beginning on page 44 of this proxy statement.

Tax Deductibility Policy

The HR Committee considers the deductibility of compensation for federal income tax purposes in the design of RR Donnelley’s programs. While we generally seek to maintain the deductibility of the incentive compensation paid to our NEOs, the HR Committee retains the flexibility necessary to provide cash and equity compensation in line with competitive practice, our compensation philosophy, and the best interests of our stockholders even if these amounts are not fully tax deductible.

The annual incentive plan award pool is based on non-GAAP adjusted EBITDA and establishes a multiplier for each NEO (President/CEO and COO, 5 times base salary, Other NEOs, 3 times base salary) for tax deductibility purposes under IRS Section (162)m. These award pools are the absolute maximum limitations on the dollar value of awards earned. The Committee can then exercise negative discretion to reduce the amount of the AIP award for each NEO and determine the actual annual cash incentive payouts, guided by its consideration

of the performance of the Company against the financial threshold (for 2015, non-GAAP EBITDA) and individual performance objectives.

Operation of the Human Resources Committee

The HR Committee of the Board establishes and monitors the Company’s overall compensation strategy to ensure that executive compensation supports the business objectives and specifically establishes the compensation of the CEO, other senior officers and key management employees. The HR Committee does not administer the employee benefit plans, nor does it have direct jurisdiction over them, but does look at the employee benefit plans annually so as to get a better understanding of the overall compensation structure of the company. In carrying out its responsibilities, the HR Committee, with assistance from its consultant, Willis Towers Watson, reviews and determines the compensation (including salary, annual incentive, long-term incentives and other benefits) of the Company’s executive officers, including all NEOs. Management, including the Company’s executive officers, develops preliminary recommendations regarding compensation matters with respect to the executive officers other than the Chief Executive Officer for Committee review. The HR Committee then reviews management’s preliminary recommendations and makes final compensation decisions. Willis Towers Watson advises the Committee on the compensation levels of RR Donnelley’s executive officers and provides advice related to proposed compensation.

For a more complete description of the responsibilities of the HR Committee, see The Board’s Committees and Their Functions beginning on page 21 of this proxy statement and the charter of the Human Resources Committee posted on RR Donnelley’s website at www.rrdonnelley.com.

Role of Compensation Consultant

The HR Committee retained Willis Towers Watson in 2015 as its outside compensation consultant to advise the HR Committee on executive compensation matters. Throughout 2015, Willis Towers Watson regularly attended HR Committee meetings, and reported directly to the HR Committee on matters relating to compensation for the executive officers.

Willis Towers Watson reports directly to the Committee and not to management on executive officer and director compensation matters. The Willis Towers Watson teams that provide health and welfare consulting services to us are separate from the Willis Towers Watson team that provides executive and director compensation consulting services.

During 2015, the HR Committee requested that Willis Towers Watson:

Looking forward to 2016, the HR Committee anticipates Willis Towers Watson will continue to support RR Donnelley in a similar capacity as in 2015. In addition to the items noted above, we anticipate that Willis Towers Watson will assist RR Donnelley, at the request of the HR Committee, as the Company considers the many compensation program changes and transitions that will need to occur as a result of creating three independent public companies.

While Willis Towers Watson provides additional services to the Company (not under the direction of the Committee), these services have all been approved by the Committee. The Committee reviewed the work and services provided by Willis Towers Watson and it has determined that (1) these services were provided on an independent basis and (2) no conflicts of interest exist. Factors considered by the Committee in its assessment include:

Risk Assessment

The HR Committee, with the assistance of Willis Towers Watson, has reviewed and evaluated the Company’s executive and employee compensation practices and has concluded, based on this review, that any risks associated with such practices are not likely to have a material adverse effect on the Company. The determination primarily took into account the balance of cash and equity payouts, the balance of annual and long term incentives, the type of performance metrics used, incentive plan payout leverage, possibility that the plan designs could be structured in ways that might encourage gamesmanship, avoidance of uncapped rewards, multi-year vesting for equity awards, use of stock ownership requirements for senior management and the Committee’s oversight of all executive compensation programs.

Role of Company Management

RR Donnelley management, including the CEO, develops preliminary recommendations regarding compensation matters with respect to all NEOs, other than the CEO, and provides these recommendations to the HR Committee, which makes the final decisions, with advice from Willis Towers Watson, as appropriate. The management team is responsible for the administration of the compensation programs once HR Committee decisions are finalized.

Human Resources Committee Report

The Human Resources Committee of the Board of Directors of R.R. Donnelley & Sons Company, on behalf of the Board, establishes and monitors the Company’s overall compensation strategy to ensure that executive compensation supports the business objectives. In fulfilling its oversight responsibilities, the Human Resources Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement.

In reliance on the review and discussions referred to above, the Human Resources Committee recommended to the Board that the Compensation Discussion and Analysis be incorporated in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and the Company’s proxy statement to be filed in connection with the Company’s 2016 Annual Meeting of Stockholders.

Human Resources Committee

Michael T. Riordan, Chairman

Susan M. Cameron

Susan M. Gianinno