false0001481792
0001481792
2020-04-02
2020-04-02
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): April 2, 2020
Quad/Graphics, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
Wisconsin
|
|
001-34806
|
|
39-1152983
|
|
(State or other
jurisdiction of
incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.)
|
N61 W23044 Harry’s Way, Sussex, Wisconsin 53089-3995
(Address of principal executive offices, including zip code)
(414) 566-6000
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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 12(b) of the Act:
|
|
|
|
|
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange
on which registered
|
|
Class A Common Stock, par value $0.025 per share
|
QUAD
|
The New York Stock Exchange
|
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 7.01. Regulation FD Disclosure.
On April 2, 2020, Quad/Graphics, Inc. (the “Company”) issued a press release announcing certain actions taken in response to the coronavirus (COVID-19) pandemic, including withdrawing the Company’s full-year 2020 financial guidance issued on February 18, 2020, and temporarily suspending the Company’s quarterly cash dividend.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information contained in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
|
|
|
|
(d)
|
Exhibits. The exhibit listed in the exhibit index below is being furnished herewith.
|
EXHIBIT INDEX
Exhibit
Number
|
|
|
|
(104)
|
Cover Page Interactive Data File (the cover page tags are embedded within the iXBRL document).
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
Date:
|
April 2, 2020
|
|
|
|
|
|
|
|
|
QUAD/GRAPHICS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jennifer J. Kent
|
|
|
|
Name:
|
Jennifer J. Kent
|
|
|
|
Title:
|
Executive Vice President of Administration,
General Counsel and Secretary
|