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 17, 2023
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 5.03 | Amendment to Amended and Restated Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At its Annual Meeting of Stockholders of Donnelley Financial Solutions, Inc. (the “Company”) held on May 17, 2023, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. A description of the Charter Amendment is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2023. The Charter Amendment became effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on May 19, 2023 (the “Certificate of Amendment”).
The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) The Company held its Annual Meeting of Stockholders on May 17, 2023.
(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, Lois M. Martin and Chandar Pattabhiram. The Inspectors of Election certified the following vote tabulations:
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||||||||||||
| Aguilar |
21,981,651 | 3,506,484 | 4,938 | 1,774,526 | ||||||||||||
| Crandall |
24,110,950 | 1,367,181 | 14,942 | 1,774,526 | ||||||||||||
| Drucker |
25,365,197 | 123,509 | 4,367 | 1,774,526 | ||||||||||||
| Ellis |
24,910,780 | 567,813 | 14,480 | 1,774,526 | ||||||||||||
| Greenfield |
25,322,699 | 123,485 | 46,889 | 1,774,526 | ||||||||||||
| Jacobowitz |
25,061,548 | 426,906 | 4,619 | 1,774,526 | ||||||||||||
| Leib |
25,373,464 | 115,162 | 4,447 | 1,774,526 | ||||||||||||
| Martin |
25,374,406 | 114,681 | 3,986 | 1,774,526 | ||||||||||||
| Pattibhiram |
25,392,047 | 85,974 | 15,052 | 1,774,526 | ||||||||||||
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 | |||
| 24,691,709 | 493,554 | 307,810 | 1,774,526 |
3. The Stockholders voted for EVERY YEAR as the advisory resolution on the frequency of the Say-on-Pay advisory votes. . The Inspectors of Election certified the following vote tabulation:
| EVERY YEAR |
TWO YEARS |
THREE YEARS |
ABSTAIN | |||
| 24,504,711 | 6,461 | 974,721 | 7,179 |
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 | |||
| 27,034,706 | 225,356 | 7,537 | 0 |
5. The Stockholders voted to approve the Donnelley Financial Solutions Employee Stock Purchase Plan and the accompanying share reserve. The Inspectors of Election certified the following vote tabulation:
| FOR |
AGAINST |
ABSTAIN |
NON-VOTES | |||
| 25,436,951 | 41,571 | 14,552 | 1,774,526 |
6. The Stockholders voted to approve the amendment of the Company’s Amended and Restated Certificate of Incorporation. The Inspectors of Election certified the following vote tabulation:
| FOR |
AGAINST |
ABSTAIN |
NON-VOTES | |||
| 22,288,844 | 3,188,089 | 16,140 | 1,774,526 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Donnelley Financial Solutions, Inc., as filed on May 19, 2023 with the Secretary of State of the State of Delaware. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL 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.
| DONNELLEY FINANCIAL SOLUTIONS, INC. | ||||||
| Date: May 19, 2023 | By: | /s/ Jennifer B. Reiners | ||||
| Jennifer B. Reiners | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
DONNELLEY FINANCIAL SOLUTIONS, INC.
Donnelley Financial Solutions, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. This Certificate of Amendment amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 30, 2016.
2. Article SEVENTH of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“SEVENTH. To the fullest extent permitted by the Delaware General Corporation Law, a director or officer of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except for liability of (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) a director or officer for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a director under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) a director or officer for any transaction from which the director or officer derived an improper personal benefit, or (v) an officer in any action by or in the right of the corporation. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors or officers, then the liability of a director or officer of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law. No amendment, modification or repeal of this Article SEVENTH, or the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article SEVENTH, shall adversely affect any right or protection of a director that exists at the time of such amendment, modification, repeal or adoption.”
3. This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Jennifer Reiners, its Secretary and Chief Compliance Officer, this 17th day of May, 2023.
| /s/ Jennifer Reiners |
| Name: Jennifer Reiners |
| Title: Secretary and Chief Compliance Officer |