Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Previous independent registered public accounting firm
On February 24, 2022, Deloitte & Touche LLP ("Deloitte") was notified on behalf
of the Audit Committee of the Board of Directors (the "Audit Committee") of
Quad/Graphics, Inc. (the "Company") that it was dismissed as the Company's
independent registered public accounting firm effective immediately.
The audit reports of Deloitte on the Company's consolidated financial statements
as of and for the years ended December 31, 2021 and 2020 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope or accounting principles.
During the Company's two most recent fiscal years ended December 31, 2020 and
December 31, 2021 and in the subsequent interim period through February 24,
2022, there were no "disagreements" (as that term is described in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) with Deloitte on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which, if not resolved to the satisfaction of
Deloitte, would have caused Deloitte to make reference to the subject matter of
such disagreement in connection with its reports on the financial statements for
such periods. In addition, during the Company's two most recent fiscal years and
in the subsequent interim period through February 24, 2022, there were no
"reportable events" (as that term is defined in Item 304(a)(1)(v) of Regulation
S-K and the related instructions).
The Company provided Deloitte with a copy of the disclosure contained in this
section of this Current Report on Form 8-K prior to the time this report was
filed with the Securities and Exchange Commission (the "SEC") and requested that
Deloitte furnish the Company with a letter addressed to the SEC stating whether
it agrees with the above statements and, if not, stating the respects to which
it does not agree. A copy of Deloitte's letter, dated February 28, 2022, is
filed as Exhibit 16 to this Current Report on Form 8-K.
The Audit Committee determined that the time was opportune to engage in a
request for proposal process for choosing the Company's auditors. The Audit
Committee's decision to dismiss Deloitte and engage a new accounting firm
resulted from that RFP process.
(b) New independent registered public accounting firm
On February 24, 2022, the Audit Committee appointed Ernst & Young LLP ("E&Y") as
the Company's independent registered public accounting firm to audit the
Company's consolidated financial statements for its year ending December 31,
2022, subject to completion of their client acceptance procedures.
During the Company's two most recent fiscal years ended December 31, 2020 and
December 31, 2021 and in the subsequent interim period through February 24,
2022, neither the Company nor anyone on its behalf consulted E&Y regarding
either: (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, in connection with which either
a written report or oral advice was provided to the Company that E&Y concluded
was an important factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issue; or (ii) any matter that
was either the subject of a "disagreement" or "reportable event" (as these terms
are defined or described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of
Regulation S-K, respectively).
Item 9.01. Financial Statements and Exhibits.
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits. The exhibit listed in the exhibit index below is being filed
herewith.
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