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RR Donnelley Survey of Institutional Investors Identifies Preferred Proxy Statement Features


Clear and Compelling Proxy Design Impacts Shareholder Support

CHICAGO, Nov. 19, 2013 (GLOBE NEWSWIRE) -- R. R. Donnelley & Sons Company (Nasdaq:RRD) announced today the results of its recent survey, What Institutional Investors Look for in Proxy Statements, which examined how institutional investors read and use proxy statements as part of their proxy review and voting process. Seventy-nine percent of survey respondents indicated that they prefer to access proxy statements via online proxy advisors' platforms or on other online platforms, and 60 percent said that they skip directly to particular information in the report, most specifically the compensation, disclosure and analysis (CD&A) section. The survey results suggest that easy accessibility to key sections is essential to gaining shareholder support during the review and voting process.

The survey found that 84 percent of respondents begin the proxy review process at the CD&A section, and 64 percent read the proxy statement summary at the beginning of the report, indicating that institutional investors are most concerned with information about director independence, pay-for-performance alignment and disclosure of performance measures. The design of the report also impacts how it is read; 83 percent of respondents said that they prefer the use of plain English, and 67 percent favor the use of graphs. However, 54 percent of survey participants stated that over-engineered graphs that are complicated, poorly labeled or hard-to-follow, could potentially mislead investors.

Additional survey findings include:

  • Internal policies and analysis drive proxy-voting decisions, followed closely by the use of proxy statements and direct engagement with a company.
  • More than 50 percent of survey respondents indicated that the corporate governance/proxy voting and portfolio investing teams meet at least weekly to discuss voting policies and specific company votes.
  • Fifty-two percent of respondents have different expectations for larger company proxy statements as compared to smaller public companies.
  • Seventy percent of respondents prefer to read the traditional one-column layout rather than a two-column format, and 68 percent prefer a concise proxy statement that is fewer than 60 pages.
  • Detailed table of contents (68 percent) and section headings and sub-heads (60 percent) are preferred navigational elements followed by page headers and footers that remind readers of their location in the document.

"There is a growing gap between what it takes to meet the SEC's disclosure requirements and what information institutional investors look for in the proxy statements. This original market research helps companies bridge that divide," said Ron Schneider, Director of Corporate Governance Services for RR Donnelley's Financial Services Group. "Our clients want to know if they should change their proxy statement. Along with our recently published Guide to Proxy Design, these results help companies align their statement designs with their unique corporate culture, governance profile and proxy objectives."

Study demographics:

RR Donnelley conducted an e-mail survey of the corporate governance and proxy-voting heads at 200 institutional investors ranging from the largest 13-f filing mutual funds and investment managers to state and local pension funds, labor funds and social investors. More than 40 individuals responded. More than 68 percent of respondents represent actively managed organizations, and more than 31 percent are indexed funds. The majority of respondents held more than $100 billion in assets under management (AUM) and voted on 3,000 or more stocks, with 97 percent voting on all proposals for their portfolio companies.

Additional resources:

About RR Donnelley

RR Donnelley (Nasdaq:RRD) is a global provider of integrated communications. The company works collaboratively with more than 60,000 customers worldwide to develop custom communications solutions that reduce costs, drive top-line growth, enhance ROI and increase compliance. Drawing on a range of proprietary and commercially available digital and conventional technologies deployed across four continents, the company employs a suite of leading Internet based capabilities and other resources to provide premedia, printing, logistics and business process outsourcing services to clients in virtually every private and public sector.

For more information, and for RR Donnelley's Global Social Responsibility Report, visit the company's web site at

Use of Forward-Looking Statements

This news release may contain "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Readers are strongly encouraged to read the full cautionary statements contained in RR Donnelley's filings with the SEC. RR Donnelley disclaims any obligation to update or revise any forward-looking statements.

CONTACT: Media Contact:

   Phyllis Burgee, Director Communications:

   Tel: +1 630-322-6093


   Investor Contact:

   Dave Gardella, Senior Vice President Finance:

   Tel: +1 312-326-8155


Source: RR Donnelley

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