Current Report Filing (8-k)
March 02 2016 - 5:06PM
Edgar (US Regulatory)
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): February 29, 2016
R. R. DONNELLEY & SONS COMPANY
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
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1-4694 |
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36-1004130 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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35 West Wacker Drive,
Chicago, Illinois |
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60601 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants Telephone Number, Including Area Code: (312) 326-8000
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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On February 29, 2016, in connection with the previously-announced anticipated spin-offs
of Donnelley Financial Solutions, Inc. and LSC Communications, Inc., the Human Resources Committee (the Committee) of the Board of Directors of R. R. Donnelley & Sons Company (the Company) approved amendments to the
cash retention awards granted in 2013 and 2014 with respect to all grantees (which grantees included the Section 16 Officers other than the Chief Executive Officer). The amendments provide for the immediate vesting and payment of the unvested
portion of the award if the grantees employment is terminated without cause. The 2013 awards vest and become payable on March 2, 2017, and provided for pro-rated vesting upon a separation from service due to death, disability or
termination without cause. The 2014 awards vest and become payable in three equal installments on January 1 of 2015, 2016 and 2017, with full vesting upon a separation from service due to death or disability only.
Such awards were made under the Companys 2012 Performance Incentive Plan. The 2013 awards were made pursuant to Cash Retention Award agreements, the
form of which was previously filed as Exhibit 10.21 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and the 2014 awards were made pursuant to Long Term Incentive Cash Award agreements, the form of which
was previously filed as Exhibit 10.22 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
The description
above is qualified in its entirety by reference to the actual amendment, which is attached as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.
Item 9.01. Financial Statements and Exhibits
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10.1 |
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Form of Amendment to Cash Retention Awards. |
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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 thereunto duly authorized.
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R. R. DONNELLEY & SONS COMPANY |
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Date: March 2, 2016 |
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By: |
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/s/ DANIEL N. LEIB |
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Daniel N. Leib |
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Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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10.1 |
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Form of Amendment to Cash Retention Awards. |
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Exhibit 10.1
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Thomas Carroll Executive Vice President
Chief Human Resources Officer
4101 Winfield Road Warrenville, IL 60555
T: 630-322-6005 F: 630-322-6994
thomas.carroll@rrd.com |
February 29, 2016
We are
pleased to inform you that the HR Committee of the RR Donnelley Board of Directors has decided to provide full and immediate payment of the unvested portion of your 2013 and 2014 retention awards in the event your employment is
terminated by your employer without cause prior to vest date. For the avoidance of doubt, this would not apply to the transfer of your employment to Donnelley Financial Solutions or LSC Communications (in connection with their spin-offs)
or the transfer of your employment within the RRD control group (prior to these spin-offs).
This change is effective immediately.
Thomas Carroll
EVP, CHRO
RR Donnelley
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