UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 26, 2021, R. R. Donnelley & Sons Company (the “Company”) announced that Douglas D. Ryan, President – RRD Marketing Solutions would be leaving the Company effective June 1, 2021 (the “Separation Date”).
Consistent with the Company’s Senior Leadership Separation Pay Plan (“SLSPP”) previously disclosed on the Company’s Current Report on Form 8-K filed on March 5, 2019, and subject to Mr. Ryan’s execution of a Plan Release and Severance Agreement (as defined in the SLSPP), Mr. Ryan is entitled to the following Severance Benefits: (i) a cash payment equal to 1.5x Mr. Ryan’s Annualized Total Compensation, as defined in the SLSPP, payable in semi-monthly installments over an 18-month period in accordance with the Company’s regular payroll practices following the effective date of the Separation Agreement; (ii) a lump sum, cash payment equal to Mr. Ryan’s bonus payable under the Company’s annual bonus program for calendar year 2021, on a pro rata basis, to be paid by the Company at the same time, under the same terms and subject to the same limitations and conditions as if Mr. Ryan were still employed by the Company, on the date bonuses are paid to employees for calendar year 2021; (iii) outplacement services for a maximum of 12 months to be used by Mr. Ryan within two taxable years following the Separation Date; and (iv) continuation of COBRA coverage and Mr. Ryan’s individual life and disability policies and financial planning benefit, in each case, for 18 months. Mr. Ryan’s outstanding equity awards will vest and become payable in accordance with the terms of the applicable equity compensation plan and award agreements.
Item 7.01. Regulation FD Disclosure.
Following Mr. Ryan’s last day of service, John Pecaric, President of the Company’s Business Services segment, will assume added responsibility for the Company’s Marketing Solutions segment as President of Business Services and Marketing Solutions. As of June 1, 2021, the Company will also appoint Al DuPont, the Company’s current head of sales, as Chief Commercial Officer. In addition to his current responsibility overseeing the Company’s Sales organization, in his expanded role Mr. DuPont will oversee the Company’s Marketing and Client Services organizations. Mr. DuPont will report directly to Dan Knotts, the Company’s President and Chief Executive Officer.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURE
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.
| R. R. DONNELLEY & SONS COMPANY | ||||||
| By: | /s/ Deborah L. Steiner | |||||
| Name: Deborah L. Steiner | ||||||
| Title: Executive Vice President and Chief Administrative Officer | ||||||
June 2, 2021