As filed with the Securities and Exchange Commission on August 2, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
updatedquadlogo2023a.jpg
Quad/Graphics, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin39-1152983
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
N61 W23044 Harry’s Way
Sussex, Wisconsin53089-3995
(Address of principal executive offices)(Zip code)
Quad/Graphics, Inc. 2020 Omnibus Incentive Plan
(Full title of the plan)
Dana B. GruenCopy to:
General Counsel and Corporate Secretary
Quad/Graphics, Inc.Russell E. Ryba
N61 W23044 Harry’s WayFoley & Lardner LLP
Sussex, Wisconsin 53089-3995777 East Wisconsin Avenue
(414) 566-2972Milwaukee, Wisconsin 53202-5306
(Name, address and telephone number, including area code, of agent for service)(414) 297-5668
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
Smaller reporting company x
Emerging growth company o
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 7(a)(2)(B) of the Securities Act. o



STATEMENT PURUSANT TO GENERAL INSTRUCTION E TO FORM S-8

On August 5, 2020, Quad/Graphics, Inc., a Wisconsin corporation (the "Registrant"), filed a Registration Statement on Form S-8 (Registration No. 333-241029) to register 3,000,000 shares of class A common stock of the Registrant, par value $0.025 per share ("Class A Common Stock"), issuable under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan (the "Omnibus Plan").

Prior to the Registrant’s 2023 Annual Meeting of Shareholders, the Board of Directors of the Registrant approved an amendment to the Omnibus Plan to increase the number of shares of Class A Common Stock available for certain awards under the Omnibus Plan by 3,000,000, contingent on shareholder approval. In the Registrant's Proxy Statement for its 2023 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission (the “Commission”) on April 12, 2023, the Board of Directors recommended that the shareholders of the Registrant approve this increase in shares available under the Omnibus Plan.

In May 2023, this increase of shares available under the Omnibus Plan was approved by the shareholders of the Registrant. The purpose of this Registration Statement is to register these 3,000,000 additional shares of Class A Common Stock issuable under the Omnibus Plan, as amended.

Pursuant to General Instruction E of Form S-8, the contents of the Registrant's Registration Statement on Form S-8 concerning the Omnibus Plan (Registration Nos. 333-241029), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document or documents containing the information specified in Part I are not required to be filed with the Commission as part of this Form S-8 Registration Statement.


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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

Item 8. Exhibits.
Exhibit NumberDescription

Item 9.    Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
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represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Sussex, State of Wisconsin, as of August 2, 2023.
QUAD/GRAPHICS, INC.
By:/s/ J. Joel Quadracci
J. Joel Quadracci
Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and as of August 2, 2023. Each person whose signature appears below constitutes and appoints J. Joel Quadracci, Anthony C. Staniak and Dana B. Gruen, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign his or her name as a director of Quad/Graphics, Inc. to any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

SignatureTitle
/s/ J. Joel QuadracciChairman, President and Chief Executive Officer
J. Joel Quadracci(Principal Executive Officer)
/s/ Anthony C. StaniakChief Financial Officer
Anthony C. Staniak(Principal Financial Officer)
/s/ Anne M. BauerVice President and Chief Accounting Officer
Anne M. Bauer(Principal Accounting Officer)
S-1

SignatureTitle
/s/ Douglas P. ButhDirector
Douglas P. Buth
/s/ Beth-Ann EasonDirector
Beth-Ann Eason
/s/ John C. FowlerDirector
John C. Fowler
/s/ Stephen M. FullerDirector
Stephen M. Fuller
/s/ Christopher B. HarnedDirector
Christopher B. Harned
/s/ Kathryn Quadracci FloresDirector
Kathryn Quadracci Flores
/s/ Jay O. RothmanDirector
Jay O. Rothman
/s/ John S. ShielyDirector
John S. Shiely

S-2

Exhibit 5
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ATTORNEYS AT LAW
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5306
414.271.2400 TEL
414.297.4900 FAX
foley.com
August 2, 2023CLIENT/MATTER NUMBER
067920-0454

Quad/Graphics, Inc.
N61 W23044 Harry’s Way
Sussex, Wisconsin 53089-3995

Ladies and Gentlemen:

We have acted as counsel for Quad/Graphics, Inc., a Wisconsin corporation (the “Company”), in conjunction with the preparation of a registration statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to an additional 3,000,000 shares of the Company’s class A common stock, par value $0.025 per share (the “Shares”), that may be issued pursuant to the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan (the “Plan”).

In connection with our representation, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Plan; (ii) the Registration Statement; (iii) the Amended and Restated Articles of Incorporation and the Amended Bylaws of the Company, each as amended to date and currently in effect; (iv) resolutions of the Board of Directors of the Company relating to the Plan and the issuance of securities thereunder; and (v) such other documents and records as we have deemed necessary to enable us to render this opinion. In all such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates, and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have, among other things, relied upon certificates of public officials and, as to various factual matters, certificates of officers of the Company.

Based upon and subject to the foregoing, and assuming that (a) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and comply with all applicable laws; (b) the Registration Statement will be effective and will comply with all applicable laws at the time the Shares are offered or issued as contemplated by the Registration Statement; and (c) all Shares will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement, we are of the opinion that:

1.The Company is a corporation validly existing under the laws of the State of Wisconsin.


Quad/Graphics, Inc.
August 2, 2023
Page 2
2.The Shares covered by the Registration Statement, when issued and paid for pursuant to the terms and conditions of the Plan, and as contemplated in the Registration Statement, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner LLP

FOLEY & LARDNER LLP


Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Quad/Graphics, Inc. of our reports dated February 24, 2023, with respect to the consolidated financial statements of Quad/Graphics, Inc. and the effectiveness of internal control over financial reporting of Quad/Graphics, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission.


/s/ Ernst & Young LLP
Milwaukee, Wisconsin
August 2, 2023



Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 23, 2022, relating to the consolidated financial statements of Quad/Graphics, Inc. and subsidiaries, appearing in the Annual Report on Form 10-K of Quad/Graphics, Inc. for the year ended December 31, 2022.


/s/ Deloitte & Touche LLP
Milwaukee, Wisconsin
August 2, 2023



Exhibit 107

Calculation of Filing Fee Table
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________
Quad/Graphics, Inc.
(Exact name of Registrant as specified in its charter)


Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Unit(2)
Maximum Aggregate Offering Price(2)
Fee RateAmount of Registration Fee
EquityClass A Common Stock, par value $0.025 per shareOther
3,000,000(3)
$5.51(2)
$16,530,000(2)
0.0001102$1,822
Total Offering Amounts-$16,530,000-$1,822
Total Fees Previously Paid----
Total Fee Offsets----
Net Fee Due---$1,822

(1)    Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any shares of class A common stock (“Class A Common Stock”) of Quad/Graphics, Inc. that become issuable under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan (the “Plan”) in accordance with the adjustment and anti-dilution provisions of the Plan.
(2)    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Class A Common Stock as reported on the New York Stock Exchange on July 26, 2023.
(3)    Represents 3,000,000 shares of the Class A Common Stock issuable under the Plan.




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