0001564590-20-025076.txt : 20200513 0001564590-20-025076.hdr.sgml : 20200513 20200513161906 ACCESSION NUMBER: 0001564590-20-025076 CONFORMED SUBMISSION TYPE: DEFR14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200513 DATE AS OF CHANGE: 20200513 EFFECTIVENESS DATE: 20200513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RR Donnelley & Sons Co CENTRAL INDEX KEY: 0000029669 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 361004130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFR14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04694 FILM NUMBER: 20873408 BUSINESS ADDRESS: STREET 1: 35 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312.326.8000 MAIL ADDRESS: STREET 1: 35 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: DONNELLEY R R & SONS CO DATE OF NAME CHANGE: 19920703 DEFR14A 1 rrd-defr14a_20200508.htm DEFR14A rrd-defr14a_20200508.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

 

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

 

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒

Definitive Proxy Statement

 

☐

Definitive Additional Materials

 

☐

Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

R. R. Donnelley & Sons Company

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☒

 

No fee required.

 

 

☐

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

 

 

 

 

(1)

 

Title of each class of securities to which transaction applies:

 

 

 

 

 

 

 

(2)

 

Aggregate number of securities to which transaction applies:

 

 

 

 

 

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

 

 

 

(4)

 

Proposed maximum aggregate value of transaction:

 

 

 

 

 

 

 

(5)

 

Total fee paid:

 

 

 

 

 

 

 

☐

 

Fee paid previously with preliminary materials.

 

 

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing.

 

 

 

 

 

 

 

(1)

 

Amount Previously Paid:

 

 

 

 

 

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

 

 

 

 

 

 

(3)

 

Filing Party: 

 

 

 

 

 

 

 

(4)

 

Date Filed:

 

 

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Schedule 14A (this “Amendment”) is being filed to amend definitive proxy statement (the “Proxy Statement”) of R. R. Donnelley & Sons Company filed with the Securities and Exchange Commission on April 10, 2020  for its 2020 Annual Meeting of Stockholders to be held on Thursday, May 14, 2020.   This Amendment is being filed to correct errors in Appendix A: Reconciliation of Non-GAAP Financial Measures (the “Reconciliation”).  The Reconciliation is amended and restated in full below. Except as specifically discussed in this Explanatory Note, this Amendment No. 1 does not otherwise modify or update any other disclosures presented in the Proxy Statement.

 

 

 

APPENDIX A: Reconciliation of Non-GAAP Financial Measures

 

Reconciliation of GAAP to Non-GAAP Income from Operations

For the Twelve Months Ended December 31, 2019

(UNAUDITED)

(in millions)

 

 

 

For the Twelve Months Ended

December 31, 2019

 

 

 

 

 

 

 

GAAP basis measure

 

 

$

98.6

 

 

Non-GAAP adjustments:

 

 

 

 

 

 

Restructuring, impairment and other-net(1)

 

 

 

135.3

 

 

Business dispositions(2)

 

 

 

(1.2)

 

 

All other(3)

 

 

 

12.5

 

 

Total Non-GAAP adjustments

 

 

 

146.6

 

 

Non-GAAP measure for Annual Incentive Plan payout

 

 

$

245.2

 

 

 

(1)

Restructuring, impairment and other—net: charges incurred in the twelve months ended December 31, 2019 included non-cash charges of $98.5 million to recognize the impairment of goodwill in the logistics reporting unit; $22.3 million for employee termination costs; $16.6 million for lease termination and other restructuring charges and $2.9 million for multi-employer pension plan withdrawal obligations, partially offset by $5.0 million primarily consisting of net gains on the sale of restructured facilities.

(2)

Business dispositions: HR Committee adjustments for RRD Brazil, disposed of in the first quarter of 2019, and the GDS business, disposed of in the fourth quarter of 2019.

(3)

All other: primarily included expenses related to the ongoing SEC and DOJ investigations, an increase in reserves for an unfavorable state sales tax matter and expenses related to the ongoing bankruptcy liquidation of RRD Brazil, partially offset by gain on disposal of businesses during the twelve months ended December 31, 2019.

Reconciliation of GAAP to Non-GAAP Net Sales

For the Twelve Months Ended December 31, 2019

(UNAUDITED)

(in millions)

 

 

 

For the Twelve Months Ended

December 31, 2019

 

 

 

 

 

 

 

GAAP basis measure

 

 

$

6,276.2

 

 

Non-GAAP adjustments:

 

 

 

 

 

 

Business dispositions(1)

 

 

 

104.2

 

 

Total Non-GAAP adjustments

 

 

 

104.2

 

 

Non-GAAP measure for Annual Incentive Plan payout

 

 

$

6,380.4

 

 

 

(1)

HR Committee adjustments for net sales of RRD Brazil, disposed of in the first quarter of 2019 and the GDS business, disposed of in the fourth quarter of 2019.