Business Context and Reporting Period
This Form 8-K filing by Donnelley Financial Solutions, Inc. (the "Company") reports a material definitive agreement entered into on February 17, 2019. The filing addresses a settlement with Simcoe Capital Management, LLC ("Simcoe"), a significant shareholder, regarding board representation and governance matters.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and shareholder agreements. Simcoe is reported to beneficially own 2,701,643 shares of the Company's common stock, representing approximately 7.9% of issued and outstanding shares as of the period ended September 30, 2018.
Material Changes and Agreement Terms
The Company entered into an agreement with Simcoe and Jeffrey Jacobowitz effective February 17, 2019. Key terms include:
- Board Observer Status: Jeffrey Jacobowitz will serve as a non-voting observer of the Board of Directors immediately through the 2019 annual meeting of stockholders.
- Board Expansion: The Board size will increase to nine (9) members effective at the 2019 Annual Meeting.
- Director Nomination: The Company will nominate, recommend, and support Mr. Jacobowitz for election as a director at the 2019 Annual Meeting and, if elected, for the 2020 Annual Meeting.
- Voting Commitment: Simcoe agreed to vote all beneficially owned shares in favor of the Company's slate of directors and other proposals at the 2019 and 2020 Annual Meetings.
- Standstill Provisions: Simcoe agreed to standstill restrictions for the "Covered Period" (until 30 days prior to the expiration of the notice period for the 2021 annual meeting), limiting proxy solicitations, stockholder proposals, and efforts to influence the Board or management.
- Breach Consequences: If Simcoe breaches material obligations and fails to remedy them within ten business days, Mr. Jacobowitz must irrevocably resign from the Board and all committees.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on operational performance. The primary risk disclosed relates to the potential breach of the agreement's standstill provisions, which would trigger the immediate resignation of the observer/director. The agreement is intended to resolve governance disputes and ensure stability in the Company's board composition.
Investor Verification Checklist
- Verify the exact expiration date of the "Covered Period" based on the Company's advance notice bylaws for the 2021 annual meeting.
- Confirm the final composition of the Board of Directors following the 2019 Annual Meeting.
- Review the full text of the Agreement (Exhibit 10.1) for specific definitions of "material obligations" and breach remedies.
- Monitor future filings for any updates regarding Simcoe's share ownership percentage or voting behavior.