RRD Amends Existing Stockholder Rights Plan
R. R. Donnelley & Sons Company 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.