(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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•	FOR all seven persons nominated for election as directors referred to in this proxy statement;

•	FOR the approval of amendments to the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan (sometimes referred to as the 2010 Plan); and

•	on such other business or matters which may properly come before the Annual Meeting in accordance with the best judgment of the persons named as proxies in the enclosed form of proxy.

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•	that a majority of the Board consist of independent directors, as defined under the rules of the NYSE;

•	that the Company have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and

•	that the Company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.

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•	A “related person” means any of the Company's directors, executive officers, nominees for director, any holder of 5% or more of any class of the Company's Common Stock or any of their immediate family members; and

•	A “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which a related person had or will have a direct or indirect material interest.

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•	Reviewed and discussed the audited financial statements for the year ended December 31, 2011 with the Company's management and Deloitte & Touche LLP, the independent public accounting firm for Quad/Graphics;

•	Reviewed and discussed with management and Deloitte & Touche LLP the assessment and audit of the Company's internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act;

•	Discussed with Deloitte & Touche LLP the matters required to be discussed by AU Section 380 of the Public Company Accounting Oversight Board, Communication With Audit Committees, and Rule 2-07 of Regulation S-X; and

•	Received from Deloitte & Touche LLP the written disclosures and letter required by Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and discussed with Deloitte & Touche LLP its independence.

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(1)	Each share of class B common stock and each share of class C common stock is convertible at any time into one share of class A common stock.

(2)

Includes 192,757 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 23, 2012 (all of which are subject to shareholder approval of the amendments to the 2010 Plan at the Annual Meeting), and 9,025 shares of class B common stock held by trusts of which he is the trustee or co-trustee and a potential beneficiary. Does not include shares that have been deposited into various trusts, including the Quad/Graphics Voting Trust, for the benefit or potential benefit of Mr. Quadracci, over which Mr. Quadracci has no investment or voting control and no right to obtain such control within 60 days of March 23, 2012. Does not include shares that are held by trusts, including the Quad/Graphics Voting Trust, of which Mr. Quadracci is one of three or more trustees since, as one of multiple trustees who must act by majority vote, Mr. Quadracci does not have voting or investment control over such shares. Includes 61,340 shares of class A common stock and 116,124 shares of class B common stock currently pledged as security.

(3)

Includes 320,140 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 23, 2012 (all of which are subject to shareholder approval of the amendments to the 2010 Plan at the Annual Meeting), 17,471 shares of class A common stock and 51,614 shares of class B common stock held by a trust reported in note (7) below of which Mr. Fowler is co-trustee but not a beneficiary, and 800,000 shares of class B common stock held by grantor retained annuity trusts (sometimes referred to as GRATs) established, and reported in note (7) below, by Ms. Quadracci of which Mr. Fowler is the trustee but not a beneficiary. Also includes 60,852 shares of class A common stock currently pledged as security. Does not include shares that are held by trusts of which Mr. Fowler is one of three or more trustees since, as one of multiple trustees who must act by majority vote, Mr. Fowler does not have voting or investment control over such shares.

(4)	Includes 59,859 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 23, 2012 (all of which are subject to shareholder approval of the amendments to the 2010 Plan at the Annual Meeting).

(5)

Includes 73,041 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 23, 2012 (all of which are subject to shareholder approval of the amendments to the 2010 Plan at the Annual Meeting). Does not include shares that are held by the Quad/Graphics Voting Trust, of which Mr. Blais is one of four trustees since, as one of multiple trustees who must act by majority vote, Mr. Blais does not have voting or investment control over such shares. Includes 4,725 shares of class A common stock currently pledged as security.

(6)	Includes 51,262 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 23, 2012 (all of which are subject to shareholder approval of the amendments to the 2010 Plan at the Annual Meeting).

(7)

Includes 6,750 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 23, 2012 (all of which are subject to shareholder approval of the amendments to the 2010 Plan at the Annual Meeting), 11,864 shares of class A common stock held by trusts of which Ms. Quadracci is the sole trustee but not a beneficiary, 1,424 shares of class A common stock held by a trust of which Ms. Quadracci is co-trustee but not a beneficiary, and 800,000 shares of class B common stock held by GRATs established by Ms. Quadracci. Does not include shares that have been deposited into various trusts, including the Quad/Graphics Voting Trust, for the benefit or potential benefit of Ms. Quadracci, over which Ms. Quadracci has no investment or voting control and no right to obtain such control within 60 days of March 23, 2012. Does not include shares that are held by trusts, including the Quad/Graphics Voting Trust, of which Ms. Quadracci is one of three or more trustees since, as one of multiple trustees who must act by majority vote, Ms. Quadracci does not have voting or investment control over such shares. Includes 451,111 shares of class A common stock currently pledged as security.

(8)	Includes 20,025 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 23, 2012 (all of which are subject to shareholder approval of the amendments to the 2010 Plan at the Annual Meeting) and 8,804 shares of class A common stock attributable to deferred stock units that could be received within 60 days of March 23, 2012.

(9)	Includes 15,025 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 23, 2012 (all of which are subject to shareholder approval of the amendments to the 2010 Plan at the Annual Meeting) and 8,804 shares of class A common stock attributable to deferred stock units that could be received within 60 days of March 23, 2012.

(10)

Includes 15,025 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 23, 2012 (all of which are subject to shareholder approval of the amendments to the 2010 Plan at the Annual Meeting), 8,804 shares of class A common stock attributable to deferred stock units that could be received within 60 days of March 23, 2012, 60,304 shares of class A common stock and 104,077 shares of class B common stock held by his spouse, and 1,723 shares of class B common stock held by a trust of which Mr. Harned is co-trustee. Does not include shares that are held by trusts of which Mr. Harned is one of three or more trustees since, as one of multiple trustees who must act by majority vote, Mr. Harned does not have voting or investment control over such shares. Includes 79,831 shares of class A common stock and 96,752 shares of class B common stock currently pledged as security.

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(11)	Includes 8,804 shares of class A common stock attributable to deferred stock units that could be received within 60 days of March 23, 2012.

(12)	Includes 20,025 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 23, 2012 (all of which are subject to shareholder approval of the amendments to the 2010 Plan at the Annual Meeting) and 8,804 shares of class A common stock attributable to deferred stock units that could be received within 60 days of March 23, 2012.

(13)	Includes 855,568 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 23, 2012 (all of which are subject to shareholder approval of the amendments to the 2010 Plan at the Annual Meeting) and 44,020 shares of class A common stock attributable to deferred stock units that could be received within 60 days of March 23, 2012.

(14)

Some of the shares of class A common stock and class B common stock owned by the Quadracci family members have been deposited into the Quad/Graphics Voting Trust, pursuant to which the four trustees thereof (currently J. Joel Quadracci, Betty Ewens Quadracci, Elizabeth Quadracci Harned and David Blais), acting by majority action, have shared voting power and shared investment power over all such shares. The terms of the Quad/Graphics Voting Trust are more particularly described below under “—Quad/Graphics Voting Trust.” The address of the Quad/Graphics Voting Trust is N61 W23044 Harry's Way, Sussex, Wisconsin 53089.

(15)	The custodian of the Quad/Graphics ESOP is Marshall & Ilsley Trust Company N.A. (sometimes referred to as M&I Trust) and its address is 111 E. Kilbourn Ave., Suite 200, Milwaukee, Wisconsin 53202.

(16)

The number of shares owned set forth in the table is as of or about December 31, 2011 as reported by BMO Financial Corp., twenty-six of its subsidiaries including M&I Trust, and its parent, Bank of Montreal (sometimes referred to collectively as BMO), in its amended Schedule 13G filed with the Securities and Exchange Commission. M&I Trust is the custodian of the Quad/Graphics ESOP and, therefore, both BMO and M&I Trust specifically disclaim beneficial ownership of the shares of class A and class C common stock held by the Quad/Graphics ESOP. The address for BMO is 111 W. Monroe Street, P.O. Box 755, Chicago, Illinois 60690 and the address for M&I Trust is 111 E. Kilbourn Ave., Suite 200, Milwaukee, Wisconsin 53202. BMO reports shared voting and dispositive power with respect to all of these shares, except for 386,341 of the shares of class A common stock (over which they report sole power).

(17)	Includes the 5,645,552 shares of class A common stock held in the Quad/Graphics ESOP.

(18)	Consists solely of the 245,353 shares of class C common stock held in the Quad/Graphics ESOP.

(19)

The number of shares owned set forth in the table is as of or about December 31, 2011 as reported by Ronald E. Gutfleish and three Elm Ridge entities, including Elm Ridge Management, LLC (sometimes referred to collectively as Elm Ridge), in its amended Schedule 13G filed with the Securities and Exchange Commission. The address for this shareholder is 3 West Main Street, 2nd Floor, Irvington, New York 10533. Elm Ridge reports shared voting and dispositive power with respect to all of these shares.

(20)

The number of shares owned set forth in the table is as of or about December 31, 2011 as reported by Mark T. Gallogly, Jeffrey H. Aronson and fourteen Centerbridge entities, including Centerbridge Credit Partners Master, L.P. (sometimes referred to collectively as Centerbridge), in its amended Schedule 13G filed with the Securities and Exchange Commission. The address for this shareholder is 375 Park Avenue, 12th Floor, New York, New York 10152. Centerbridge reports shared voting and dispositive power with respect to all of these shares.

(21)	The number of shares owned set forth in the table is as of or about December 31, 2011 as reported by Angelo, Gordon & Co., L.P. and John M. Angelo and Michael L. Gordon (sometimes referred to collectively as Angelo Gordon) in its amended Schedule 13G filed with the Securities and Exchange Commission. The address for this shareholder is 245 Park Avenue, 26th Floor, New York, New York 10167.

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•	Exercise of the committee's negative discretion to lower bonus payouts under our annual cash incentive program based on its evaluation of our company's overall performance for 2011.

•	Termination of certain outstanding stock options that had been granted to some of our employees, including some of our NEOs, with a discounted exercise price before our company became publicly traded, and the granting of new, non-discounted options with terms more consistent with traditional public company stock options.

•	Monitoring of our cash incentive program called the Synergy Rewards Program, or SRP, that is designed to provide incentives and rewards to certain of our executive officers and other employees for accomplishing certain synergy-related objectives in connection with our integration of World Color Press.

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Renewal of the committee's engagement of Meridian (formerly a unit of Hewitt Associates), a nationally-recognized compensation consulting firm, to serve as the committee's independent compensation consultant and provide recommendations and advice on our executive and director compensation programs. Meridian is an executive compensation consultancy and does not provide any services unrelated to executive compensation and associated governance.

•	Review of the performance of our chairman and chief executive officer and determination of his total compensation.

•	Comprehensive review of our succession plan for officers, based on the committee's view of our officers' individual performance and potential.

•	Review of the performance of our other executive officers, including our NEOs, and other key employees with assistance from senior management and determination of the structure of annual cash incentive awards for 2011.

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•	We pay for performance, offering our NEOs the opportunity to earn a substantial amount of variable compensation based on our operating performance.

•	Our equity compensation plan does not permit repricing of stock options.

•	We periodically review our pay practices to ensure that they do not encourage excessive risk taking.

•	We do not guarantee salary increases or bonuses for our executive officers.

•	We maintain stock ownership guidelines for our directors and executive officers, including our NEOs.

•	To encourage executives to “think like an owner”—through our compensation programs, we seek to align the interests, perspectives and decision-making of our executive officers with the interests of our shareholders, which have been primarily long-term value creation balanced against risk.

•	To continue to attract and retain top talent as our business becomes more complex as a result of our operational growth beyond our core print operations, our geographical expansion to include more international operations and our organizational growth as a result of acquisitions.

•	To drive long-term share value by encouraging individual behaviors that we believe contribute to our overall corporate performance.

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•	Determining and approving our compensation philosophy;

•	Reviewing, monitoring, administering and establishing (or, in the case of our chief executive officer, recommending to our board of directors) the annual salary, bonuses and other compensation and benefits of our executive officers;

•	Establishing incentive compensation plans for our executive officers;

•	Reviewing and approving (or, in the case of our chief executive officer, recommending to our board of directors) corporate and other objectives relevant to the compensation of our executive officers;

•	Evaluating the performance of our executive officers in light of such objectives and determining and approving (or, in the case of our chief executive officer, recommending to our board of directors) our executive officers' compensation levels based on this evaluation;

•	Reviewing and approving (or, in the case of our chief executive officer, recommending to our board of directors) the terms of employment and other material agreements between us and our executive officers;

•	Approving or making recommendations to our board of directors on compensation and human resources policies, programs and plans, including management development and succession plans and our incentive plans;

•	Determining stock ownership guidelines for our executive officers and directors and monitoring compliance with such guidelines; and

•	Reviewing and making recommendations to our board of directors concerning director compensation.

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•	Base Salary. We pay our NEOs base salary to compensate them for services rendered and to provide them with a steady source of income for living expenses throughout the year.

•

Annual Cash Incentive Compensation. Our executive officers are eligible for annual cash incentive awards under the company's incentive compensation program. Please note that, while annual cash incentive awards may be referred to as “bonuses” in this discussion, the award amounts are reported in the Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation” pursuant to the SEC's regulations.

•	Provides competitive levels of total cash compensation;

•	Aligns pay with organizational and individual performance; and

•	Focuses executive attention on key business metrics.

•

Long-Term Incentive Compensation. We have adopted, and our shareholders have approved, our 2010 Omnibus Incentive Plan, sometimes referred to as our “2010 Plan,” under which we provide the opportunity for our NEOs to earn long-term incentive awards. The compensation committee believes that long-term incentive awards enhance the alignment of the interests of our NEOs and the interests of our shareholders and provide our NEOs with incentives to remain in our employment. For these reasons, in 2011, as in previous years, we provided a significant component of our NEOs' compensation through means of long-term incentive awards.

•	Align the interests of our NEOs with the interests of our shareholders by linking their compensation with the increase in value of our common stock over time;

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•	Conserve our cash resources for use in growing our business; and

•	Facilitate retention.

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Synergy Rewards Program (SRP). Effective upon the completion of the acquisition of World Color Press our board of directors adopted an integration bonus plan called the Synergy Rewards Program for 62 of our employees, including our NEOs (with the ability to include additional employees under the program), who are expected to be instrumental in, and devote a significant amount of their time to, achieving synergies related to the acquisition. Our board of directors adopted the Synergy Rewards Program to ensure that a portion of the participants' compensation would be tied directly to the achievement of our synergy objectives. Participants in the Synergy Rewards Program will be eligible to receive a cash award to be paid on or before March 15, 2013, contingent on our achievement and maintenance of specified synergy savings levels relating to the acquisition of World Color Press ranging from approximately 78% to approximately 144% of previously disclosed potential pre-tax annualized synergies relating to the acquisition of World Color Press. The Synergy Rewards Program also will take into account costs to achieve synergies through adjustments by the compensation committee to the award amounts.

•

Retirement and Other Benefits. To provide a competitive compensation package to our employees, including our NEOs, we sponsor pension and welfare benefit plans, some of which are broadly available to all of our full-time employees in the United States and some of which include enhanced benefits for executives. In addition, we provide certain limited perquisites to our NEOs. These benefits, as they relate to our NEOs, are discussed and analyzed more extensively below under “Determining the Amount of Each Element of Compensation—Retirement and Other Benefits.”

•	Each component of pay should be set at a level that is at least competitive with the 50th percentile of our comparable company group (which is defined and discussed below).

•

For our executive officers, including our NEOs, target base salary, annual cash incentive compensation and long-term incentive compensation levels should be targeted in the range of the 50th to the 60th percentile of our comparable company group. In the compensation committee's view, targeting compensation at a level higher than the 50th percentile of the comparable company group for these elements is necessary to attract and retain top talent to our industry and to develop and retain the next generation of leaders for the long-term success of our company.

•

Recognizing that current levels of our NEOs' long-term incentive compensation are below the 50th percentile, and annual cash incentive levels are generally at or above the 50th percentile of our comparable company group, the committee intends to adjust the targeted levels of compensation to a level of total compensation, defined to include base salary, annual cash incentive compensation and long-term incentive compensation, that ranges from the 50th to the 60th percentiles of the comparable

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•	Adjusted EBITDA, with a target of $700 million.

•	Adjusted EBITDA Margin, with a target of 15%.

•	Net sales, with a target of $4.664 billion.

•	Return on invested capital compared to cost of capital, with a target of 6%.

•	Recurring Free Cash Flow, with a target of $289 million.

•	Customer retention, satisfaction and growth.

•	Future growth opportunities.

•	Working capital reduction.

•	Reduction in balance sheet risk and leverage.

•	Driving a culture of continuous improvement and being a low cost producer.

•	Streamlining our organizational structure and ensuring effective succession.

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(1)	Terminate and liquidate the 409A Options in compliance with Section 409A.

(2)

Grant new options to the 409A Option holders from our 2010 Plan equal to the number of terminated 409A Options held by them. All of the new options were granted at an exercise price equal to or greater than $13.47, the fair market value of a share of our Common Stock on the date of grant, and, if the exercise price of an option holder's 409A Options was greater than $13.47, the new options were issued at such greater price. Therefore, none of the new options were granted with an exercise price below the fair market value of a share of our Common Stock on the date of grant and all of the new options were granted at an exercise price equal to or greater than the corresponding 409A Option that was terminated.

(3)	Amend the 2010 Plan to allow for the grant of the new options by increasing the number of shares of Common Stock authorized for issuance under the Plan by 3,571,652 shares, and permitting dividend equivalent rights to be granted solely in connection with the one-time grant of the new options.

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1.	Shares held outright (including through trusts for the benefit of the executive officer or of the executive officer's family members) or in retirement plans;

2.	Restricted stock, restricted stock units and deferred stock units; and

3.	With respect to vested new stock options granted to the 409A Option holders in November 2011, the excess of the fair market value of the underlying shares over the exercise price. No other stock options count toward the ownership threshold under these guidelines.

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(1)

Amounts are based on the aggregate grant date fair value of the awards to our NEOs under our 2010 Plan, or, in the case of the termination and liquidation of our 409A options and grant of new options in November 2011 described under the heading “Termination of 409A Options and One-Time Grant of New Options” above, the incremental fair value with respect to the awards as of the modification date, in each case as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (sometimes referred to as ASC 718). For the assumptions used in the valuation of the awards, please see Note 22 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2011.

(2)

Amounts for each of our NEOs reflect an automobile allowance and reimbursement for medical expenses. They also reflect the following for individual NEOs: For Mr. Quadracci—club dues of $10,948; $8,600 for a portion of the salary paid to an employee of our company attributable to time spent on personal business for Mr. Quadracci, $154,639 for personal use of our corporate aircraft (includes the aggregate incremental cost to our company of fuel, repairs, landing fees, incremental pilot expenses, catering and hangar/parking attributable to personal use), $79,283 for personal and family security services, $8,185 for the cost of assistance with tax preparation, a matching contribution of $4,410 on 401(k) contributions, a profit sharing contribution of $9,851, car allowance of $8,000, executive medical at a cost of $8,900 and a contribution of $42,930 to Mr. Quadracci's SERP account. For Mr. Fowler—club dues of $8,852, a matching contribution of $4,410 on 401(k) contributions, a profit sharing contribution of $9,851, car allowance of $8,000, executive medical at a cost of $20,000, imputed income of $724 from the interest-free loan under the voting trust purchase plan described under “--Certain Relationships and Related Party Transactions” and a contribution of $21,926 to Mr. Fowler's SERP account. For Mr. Frankowski—$300 for assistance with tax preparation, a matching contribution of $4,410 on 401(k) contributions, a profit sharing contribution of $9,851, car allowance of $8,000, executive medical at a cost of $1,287 and a contribution of $14,117 to Mr. Frankowski's SERP account. For Mr. Blais—$1,250 for assistance with tax preparation, a matching contribution of $4,410 on 401(k) contributions, a profit sharing contribution of $9,851, car allowance of $8,000, executive medical at a cost of $6,626 and a contribution of $14,117 to Mr. Blais' SERP account. For Mr. Jaeger—$300 for assistance with tax preparation, $800 for assistance with estate planning, $1,500 for a scholarship, a matching contribution of $4,410 on 401(k) contributions, a profit sharing contribution of $9,851, car allowance of $8,000, executive medical at a cost of $6,071 and a contribution of $8,512 to Mr. Jaeger's SERP account. (Perquisites are discussed further under the heading “Perquisites and Other Personal Benefits” above.)

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(1)	Options to purchase shares of our Common Stock, granted under our 2010 Plan.

(2)	Represents the volume-weighted average price of a share of our Common Stock on the New York Stock Exchange over the five consecutive trading days ending on (and including) November 18, 2011.

(3)

These options were granted under the 2010 Plan simultaneously with the termination and liquidation of the 409A Options at exercise prices equal to or greater than the exercise prices of the 409A Options (and in each case equal to or greater than the fair market value of the Common Stock on the date of grant) to avoid any option repricing. These options were granted subject to shareholder approval at the Annual Meeting. The amounts shown for these awards in the column titled “Grant Date Fair Value of Stock and Option Awards” are based on the incremental fair value with respect to the awards as of the modification date as determined in accordance with ASC 718. For more information on the termination and liquidation of the 409A Options and the grant of these options, please refer to the compensation discussion and analysis section above.

(4)	Amounts represent potential future payouts pursuant to awards granted to Messrs. Quadracci, Fowler, Frankowski, Blais and Jaeger under our annual cash incentive program. The amounts actually earned and paid to our NEOs for 2011 under these awards are shown in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table above.

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(1)	Vests on January 1, 2014.

(2)	Market value computed by multiplying the number of shares that have not vested by $14.34, which was the closing price of a share of our Common Stock on December 30, 2011, the last trading day of the year ended December 31, 2011.

(3)	Vests and becomes exercisable ratably over three years beginning on January 1, 2013.

(4)	Vests and becomes exercisable ratably over three years beginning on November 18, 2012.

(5)	Vests and becomes exercisable ratably over two years beginning on November 18, 2012.

(6)	Vests and becomes exercisable on November 18, 2012.

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(1)

Value realized on exercise represents the product of the number of shares acquired and the value per share realized on exercise. The value per share realized on exercise is equal to (1) the excess, if any, of the closing price of a share of our Common Stock on the date of exercise and the exercise price per share paid by the NEO plus (2) a cash payment equal to the difference between the original exercise price of $14.29 per share and $25.9524, which was the exercise price at the time of exercise, plus all non-tax cash dividends declared and paid on the underlying shares since January 2005.

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(1)	Amounts shown in the column below reflect the company contributions that we cannot make under our Diversified Plan due to restrictions under the Internal Revenue Code. These amounts are also included in the Summary Compensation Table.

(2)	These Aggregate Earnings are based on the Stable Asset Fund investment alternative under our Diversified Plan, are not “above-market or preferential earnings” as defined by the rules of the SEC and are therefore not required to be reported in the Summary Compensation Table.

•	A lump sum payment during the calendar month following the month in which the NEO's separation from service occurs;

•	A lump sum payment during the calendar month following the first anniversary of the NEO's separation from service;

•	A lump sum payment during the calendar month following the second anniversary of the NEO's separation from service;

•	A lump sum payment during the calendar month following the third anniversary of the NEO's separation from service;

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•	A lump sum payment during the calendar month following the fourth anniversary of the NEO's separation from service; or

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Five annual installments, with one-fifth of the account balance being paid during the calendar month following the month in which the NEO's separation from service occurs, one-quarter of the then-current account balance being paid during the subsequent January, and then, respectively, one-third, one-half, and the remainder of the then-current account balance being paid during each of the following three Januarys.

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(1)	Triggered solely upon a covered termination of the executive officer.

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(2)	Reflects an assumed value per share of $14.34, which was the closing price of a share of our Common Stock on December 30, 2011, the last trading day of the year.

(3)	Outplacement services are assumed to be $50,000 per year.

(4)	Amounts assume that no fringe benefit policies would apply to terminated executives following termination.

(1)	Reflects an assumed value per share of $14.34, which was the closing price of a share of our Common Stock on December 30, 2011, the last trading day of the year.

(1)	Outplacement services are assumed to be $50,000 per year.

(2)	Amounts assume that no fringe benefit polices would apply to terminated executives following termination.

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(1)	The enhanced benefit the executive officer receives upon death or disability.

(2)	Triggered solely upon the death of the executive officer, and payable over a period of 120 months (43 months for Mr. Fowler). All amounts shown are present values of the expected benefits and assume the spouse of each executive officer will live until at least December 31, 2021.

(3)	Reflects an assumed value per share of $14.34, which was the closing price of a share of our Common Stock on December 30, 2011, the last trading day of the year.

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(1)

Amounts are based on the aggregate grant date fair value of the awards to the directors under the 2010 Plan, or, in the case of the termination and liquidation of our 409A options and grant of new options in November 2011 described in footnote 2 below, the incremental fair value with respect to the awards as of the modification date, in each case as determined in accordance with ASC 718. For the assumptions used in the valuation of the awards to the Company's non-employee directors, please see Note 22 to the Company's Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2011.

(2)

Prior to the acquisition of World Color Press in 2010, the Company annually granted each non-employee director an option to purchase shares of Common Stock. These historical options were 409A Options and were granted at a $10 discount to appraised value for minority interest (Quad/Graphics was a private company at the times the options were granted), included a credit for non-tax distribution dividends, vested ratably over three years and became exercisable on the third and fifth anniversaries of the grant date, unless the director elects to defer exercisability until the tenth anniversary of the grant date. In connection with the November 2011 termination and liquidation of the 409A Options discussed in the compensation discussion and analysis section above, these historical options were terminated and liquidated, and the directors received new stock options under the 2010 Plan at exercise prices equal to or greater than the exercise prices of the 409A Options (and in each case equal to or greater than the fair market value of the Common Stock on the date of grant) to avoid any option repricing. These options were granted subject to shareholder approval at the Annual Meeting. For more information on the termination and liquidation of the 409A Options, please refer to the compensation discussion and analysis section. The aggregate number of option awards outstanding as of December 31, 2011 for each non-employee director was as follows: Mr. Abraham held options to purchase an aggregate of 22,500 shares of Common Stock; Mr. Buth held options to purchase an aggregate of 17,500 shares of Common Stock; Mr. Harned held options to purchase an aggregate of 17,500 shares of Common Stock; and Mr. Shiely held options to purchase an aggregate of 22,500 shares of Common Stock. Messrs. Angelson and Ryder did not hold any options as of December 31, 2011.

(3)	Consists of charitable contributions made during the year in the indicated director's name.

(4)	Mr. Angelson resigned from our board of directors on April 27, 2011.

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(2)

Grant new options to the 409A Option holders from the 2010 Plan equal to the number of terminated 409A Options held by them. All of the new options were granted at an exercise price equal to or greater than $13.47, the fair market value of a share of the Company's class A common stock on the date of grant, and, if the exercise price of an option holder's 409A Options was greater than $13.47, the new options were issued at such greater price. Therefore, none of the new options were granted with an exercise price below the fair market value of a share of the Company's class A common stock on the date of grant and all of the new options were granted at an exercise price equal to or greater than the corresponding 409A Option that was terminated.

(3)	Amend the 2010 Plan to allow for the grant of the new options by increasing the number of shares of class A common stock authorized for issuance under the 2010 Plan by 3,571,652 shares, and permitting dividend equivalent rights to be granted solely in connection with the one-time grant of the new options.

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•	receiving options or stock appreciation rights for more than 750,000 shares of class A common stock during any fiscal year of the Company;

•	receiving awards of restricted stock, restricted stock units and/or deferred stock units with an aggregate fair market value of more than $10,000,000, determined as of the grant date, during any fiscal year of the Company;

•	receiving, with respect to an award of performance shares and/or an award of performance units the value of which is based on the fair market value of a share of class A common stock, payment of more than $10,000,000 in respect of any fiscal year of the Company;

•	receiving, with respect to an annual incentive award in respect of any fiscal year of the Company, a cash payment of more than $8,000,000;

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•	receiving, with respect to a long-term incentive award and/or an award of performance units the value

•	receiving other stock-based awards with an aggregate fair market value of more than $10,000,000, determined as of the grant date, during any fiscal year of the Company.

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•	the Board must approve any amendment to the 2010 Plan if the Company determines such approval is required by prior action of the Board, applicable corporate law or any other applicable law;

•	shareholders must approve any amendment to the 2010 Plan if the Company determines that such approval is required by Section 16 of the Securities Exchange Act of 1934, the Code, the listing requirements of any principal securities exchange or market on which the shares of class A common stock are then traded or any other applicable law; and

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shareholders must approve any amendment to the 2010 Plan that materially increases the number of shares of class A common stock reserved under the 2010 Plan or the limitations stated in the 2010 Plan on the number of shares of class A common stock that participants may receive through an award or that amends the provisions relating to the prohibition on repricing of outstanding options or stock appreciation rights.

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(1)	Options to purchase shares of the Company's class A common stock at exercise prices ranging from $13.47 per share to $29.37 per share.

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(1)	Consists of the 2010 Plan, which was approved and ratified by the Company's shareholders in May 2011.

(2)

The termination of the 3,571,652 stock options at a weighted-average exercise price of $13.12 under the Company's 1999 Nonqualified Stock Option Plan and the 1990 Stock Option Plan and the grant of 3,571,652 new stock options at a weighted-average exercise price of $18.74 under the 2010 Plan are excluded from the table above. These stock options are excluded as the Company is seeking shareholder approval to increase the authorized securities available for issuance under the 2010 Plan at the Annual Meeting. The Quad/Graphics Voting Trust, which holds a controlling interest of approximately 70.6% of the total Quad/Graphics voting power, approved these grants.

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(1)	Audit fees paid to Deloitte & Touche LLP were for services and expenses associated with the 2011 and 2010 audits of the annual financial statements, including foreign subsidiary statutory audits and quarterly reviews of the financial statements included in the Company's quarterly Form 10-Q.

(2)	Audit-related fees paid to Deloitte & Touche LLP were for services in connection with acquisition due diligence assistance and employee benefit plan audits.

(3)	Tax fees paid to Deloitte & Touche LLP were for services for tax return preparation (including expatriate tax returns) and tax consultation.

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1.	Purposes, History and Effective Date.

2.	Definitions. Capitalized terms used in this Plan have the following meanings:

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3.	Administration.

4.	Eligibility.

5.	Types of Awards.

6.	Shares Reserved under this Plan.

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7.	Options.

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8.	Stock Appreciation Rights.

9.	Performance and Stock Awards.

10.	Annual Incentive Awards.

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11.	Long-Term Incentive Awards.

12.	Other Stock-Based Awards.

13.	Amendment of Minimum Vesting and Performance Periods.

14.	Transferability.

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15.	Termination and Amendment of Plan; Amendment, Modification or Cancellation of Awards.

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16.	Taxes.

17.	Adjustment Provisions.

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18.	Miscellaneous.

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