RRD Amends Existing Stockholder Rights Plan

R. R. Donnelley & Sons Company today announced that its Board of Directors has approved an amendment of the Company’s stockholder rights plan. The amendment raises from 10% to 15% the level of beneficial ownership of RRD common stock the acquisition of which by a person or group (other than certain passive institutional investors) would result in the rights becoming exercisable.

The Rights Plan is scheduled to expire on August 28, 2021. The Board has noted that, in light of present circumstances, there is continuing potential for one or more persons or groups to gain undue influence over or control of RRD through open market accumulations or other tactics. Accordingly, the Board expects that under current circumstances it would approve an extension of the Rights Plan and submit the Rights Plan to stockholders for ratification at the Company’s 2022 annual meeting of stockholders. As currently contemplated by the Board, if such stockholder ratification were obtained, the Rights Plan as so extended would expire on August 28, 2022; otherwise, the Rights Plan would expire at the close of business on the first business day following the certification of the voting results for the Company’s 2022 annual meeting of stockholders. The intent of the Rights Plan is to promote the best interests of all stockholders, and, if the Rights Plan is extended in August of this year, all stockholders will have the opportunity to vote on the Rights Plan in May 2022 at the Company’s 2022 annual meeting of stockholders.

Under the terms of the Rights Plan as amended today, the rights generally will be exercisable only if a person or group acquires beneficial ownership (including through derivatives) of 15% (or 20% for certain passive institutional investors) or more of the Company’s common stock or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 15% or more of the Company’s common stock; the rights may be redeemed by the Company for $0.001 per right at any time until the tenth business day following the first public announcement of the acquisition of beneficial ownership of 15% (or 20% for certain passive institutional investors) or more of the Company’s common stock; and the Rights Plan exempts any person or group owning 15% (or 20% for certain passive institutional investors) or more of the Company’s common stock as of the time of the first public announcement of the Rights Plan, but such person or group may not become the beneficial owner of any additional shares of common stock without triggering the Rights Plan. The Rights Plan does not prevent any action the Board determines to be in the best interest of the Company and its stockholders.

Source: RR Donnelley