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DFIN Donnelley Financial Solutions

Filed: 17 May 21, 5:05pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 13, 2021

 

 

Donnelley Financial Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-37728 36-4829638
(Commission File Number) (IRS Employer Identification No.)
35 West Wacker Drive, 
Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)

(800) 823-5304

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class

  

Trading Symbol(s)

  

Name of each exchange on which registered

Common Stock (Par Value $0.01)  DFIN  NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a) The Company held its Annual Meeting of Stockholders on May 13, 2021.

(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 Luis A. Aguilar, Richard L. Crandall, Charles D. Drucker, Juliet S. Ellis, Gary G. Greenfield, Jeffrey Jacobowitz, Daniel N. Leib and Lois M. Martin. The Inspectors of Election certified the following vote tabulations:

 

   FOR   AGAINST   ABSTAIN   NON-VOTES 

Aguilar

   27,439,673    1,834,716    9,417    2,238,948 

Crandall

   29,046,761    227,439    9,606    2,238,948 

Drucker

   29,170,094    104,626    9,086    2,238,948 

Ellis

   28,989,795    286,052    7,959    2,238,948 

Greenfield

   29,167,926    106,884    8,996    2,238,948 

Jacobowitz

   28,992,034    285,280    6,492    2,238,948 

Leib

   29,244,010    30,542    9,254    2,238,948 

Martin

   29,247,281    25,336    11,189    2,238,948 

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

28,797,650 473,292 12,865 2,238,948

3. The Stockholders voted to approve the amendment to the Company’s Amended and Restated 2016 Performance Incentive Plan. The Inspectors of Election certified the following vote tabulation:

 

FOR

 

AGAINST

 

ABSTAIN

 

NON-VOTES

21,208,528 8,061,552 13,726 2,238,948

4. 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 2021. The Inspectors of Election certified the following vote tabulation:

 

FOR

 

AGAINST

 

ABSTAIN

 

NON-VOTES

31,495,695 18,581 8,479 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.

 

  DONNELLEY FINANCIAL SOLUTIONS, INC.
Date: May 17, 2021  By: /s/ Jennifer B. Reiners
   Jennifer B. Reiners
   Executive Vice President, General Counsel and Corporate Secretary