0001669811false00016698112024-05-152024-05-15

 

 

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 15, 2024

 

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))

 

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. ☐

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

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company held its Annual Meeting of Stockholders on May 15, 2024.

(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 Inspector of Election certified the following vote tabulations:

 

 

For

 

Against

 

Abstain

 

Non-Votes

Aguilar

22,437,761

 

3,602,809

 

5,537

 

1,626,394

Crandall

24,549,381

 

1,491,364

 

5,362

 

1,626,394

Drucker

25,952,930

 

87,783

 

5,394

 

1,626,394

Ellis

25,280,461

 

760,925

 

4,721

 

1,626,394

Greenfield

25,951,039

 

89,692

 

5,376

 

1,626,394

Jacobowitz

25,942,760

 

98,328

 

5,019

 

1,626,394

Leib

25,933,739

 

107,422

 

4,946

 

1,626,394

Martin

25,953,979

 

87,407

 

4,721

 

1,626,394

Pattabhiram

25,274,210

 

767,081

 

4,816

 

1,626,394

 

2. The Stockholders voted to approve the advisory resolution on executive compensation. The Inspector of Election certified the following vote tabulation:

For

 

Against

 

Abstain

 

Non-Votes

25,409,260

 

242,086

 

394,761

 

1,626,394

3. 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 2024. The Inspector of Election certified the following vote tabulation:

For

 

Against

 

Abstain

 

Non-Votes

27,352,571

 

310,208

 

9,722

 

0

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

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 20, 2024

 

By:

/s/ LEAH TRZCINSKI

 

 

 

Leah Trzcinski

 

 

 

Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary

 

 

v3.24.1.1.u2
Document and Entity Information
May 15, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 15, 2024
Entity Registrant Name Donnelley Financial Solutions, Inc.
Entity Central Index Key 0001669811
Entity Incorporation, State or Country Code DE
Entity File Number 001-37728
Entity Tax Identification Number 36-4829638
Entity Address, Address Line One 35 West Wacker Drive
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60601
City Area Code 800
Local Phone Number 823-5304
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock (Par Value $0.01)
Trading Symbol DFIN
Security Exchange Name NYSE
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