(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 advisory vote to approve the compensation of the individuals named in the Summary Compensation Table set forth below in this proxy statement (such group of individuals are sometimes referred to as our named executive officers); and

•	on such other business or matters that 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, 2013 with the Company’s management and Deloitte & Touche LLP, the independent registered 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 is convertible at any time into one share of class A common stock.

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(2)

Includes 542,493 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 31, 2014 and 629,522 shares of class B common stock held by trusts of which he is the trustee or co-trustee and/or 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 31, 2014. 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 102,257 shares of class B common stock currently pledged as security.

(3)

Includes 478,518 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 31, 2014 and 17,471 shares of class A common stock and 662,576 shares of class B common stock held by trusts of which Mr. Fowler is co-trustee but not a beneficiary. 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 141,813 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 31, 2014.

(5)	Includes 165,562 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 31, 2014. 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.

(6)	Includes 91,232 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 31, 2014.

(7)	Includes 22,500 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 31, 2014 and 22,159 shares of class A common stock attributable to deferred stock units that could be received within 60 days of March 31, 2014.

(8)	Includes 17,500 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 31, 2014 and 19,244 shares of class A common stock attributable to deferred stock units that could be received within 60 days of March 31, 2014.

(9)

Includes 1,752 shares of class B common stock held by a trust of which Dr. Flores is a co-trustee and a beneficiary and 4,386 shares of class A common stock attributable to deferred stock units that could be received within 60 days of March 31, 2014. Does not include shares that have been deposited into various trusts, including the Quad/Graphics Voting Trust, for the benefit or potential benefit of Dr. Flores, over which Dr. Flores has no investment or voting control and no right to obtain such control within 60 days of March 31, 2014. Does not include shares that are held by trusts, including the Quad/Graphics Voting Trust, of which Dr. Flores is one of three or more trustees since, as one of multiple trustees who must act by majority vote, Dr. Flores does not have voting or investment control over such shares.

(10)

Includes 17,500 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 31, 2014, 19,244 shares of class A common stock attributable to deferred stock units that could be received within 60 days of March 31, 2014, 60,304 shares of class A common stock and 215,544 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.

(11)	Includes 19,244 shares of class A common stock attributable to deferred stock units that could be received within 60 days of March 31, 2014.

(12)	Includes 22,500 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 31, 2014 and 22,159 shares of class A common stock attributable to deferred stock units that could be received within 60 days of March 31, 2014.

(13)	Includes 1,595,105 shares of class A common stock that may be purchased upon the exercise of vested stock options within 60 days of March 31, 2014 and 106,436 shares of class A common stock attributable to deferred stock units that could be received within 60 days of March 31, 2014.

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(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, Kathryn Quadracci Flores, 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 number of shares owned set forth in the table is as of or about December 31, 2013 as reported by FMR LLC, Edward C. Johnson 3d, Fidelity Management & Research Company and Fidelity Small Cap Discovery Fund (sometimes referred to collectively as Fidelity), in its amended Schedule 13G filed with the SEC. The address for this shareholder is 245 Summer Street, Boston, Massachusetts 02210. Fidelity reports no voting power and sole dispositive power with respect to all of these shares.

(16)	The custodian of the Quad/Graphics ESOP is BMO Harris Bank N.A. (sometimes referred to as BMO Trust) and its addresses are 111 E. Kilbourn Ave., Suite 200, Milwaukee, Wisconsin 53202 and 111 W. Monroe Street, Floor 6E, Chicago, Illinois 60690.

(17)

The number of shares owned set forth in the table is as of or about December 31, 2013 as reported by Bank of Montreal, BMO Asset Management Corp. and BMO Trust (sometimes referred to collectively as BMO), in its amended Schedule 13G filed with the SEC. BMO Trust is the custodian of the Quad/Graphics ESOP and, therefore, both BMO and BMO Trust specifically disclaim beneficial ownership of the shares of class A common stock held by the Quad/Graphics ESOP. The address for Bank of Montreal is 1 First Canadian Place, Toronto, Ontario, Canada M5X 1A1 and the address of BMO Asset Management Corp. is 115 South La Salle Street, Floor 11 West, Chicago, Illinois. BMO reports sole voting power over 48,035 of these shares, shared voting power over 5,515,637 of these shares, sole dispositive power over 46,964 of these shares and shared dispositive power over 5,515,737 of these shares.

(18)	Includes the 5,515,637 shares of class A 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, 2012 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 SEC. 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.

(20)	The number of shares owned set forth in the table is as of or about December 31, 2013 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 SEC. The address for this shareholder is 245 Park Avenue, 26th Floor, New York, New York 10167.

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•	Modification of our long-term incentive program to consist of a mixture of performance shares and restricted stock rather than, as in previous years, a mixture of stock options and restricted stock.

•	Review of the performance of our Chairman, President and Chief Executive Officer and determination of his total compensation.

•	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 and amount of annual cash incentive awards for 2013.

•

Renewal of the committee’s engagement of Meridian, 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 to us unrelated to executive compensation and associated governance. The committee assessed the independence of Meridian pursuant to SEC rules and NYSE listing standards and concluded that Meridian’s work for the committee does not raise any conflict of interest.

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

•	Approval of an increase in the number of shares of our class A common stock available for equity awards under the 2010 Omnibus Incentive Plan, sometimes referred to as our 2010 Plan, by two million shares, and receipt of shareholder approval of the increase at the 2013 annual meeting of shareholders.

•	Pay for performance—A substantial fraction of NEO total compensation is tied to the operating performance of our Company.

•	No option repricing—Our equity compensation plan does not permit repricing of stock options.

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

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•	Bonuses and salary increases must be earned—We do not guarantee salary increases or bonuses for our executive officers.

•	Stock ownership—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.

•	Determining and approving our compensation philosophy;

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•	Reviewing, monitoring, administering and establishing (or, in the case of our Chairman, President and 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 Chairman, President and 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 these objectives and determining and approving (or, in the case of our Chairman, President and 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 Chairman, President and 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. Base salary is an essential and expected form of compensation to be competitive in the marketplace. Its purpose is to compensate for services rendered and to provide 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. The compensation committee believes that long-term incentive awards enhance the alignment of the interests of our NEOs with shareholders and are a strong retention tool. For these reasons, in 2013, as in previous years, we provided a significant component of our NEOs’ compensation through means of long-term incentive awards.

•

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 “Retirement and Other Benefits.”

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•	Adjusted EBITDA, with a target of $600 million.

•	Adjusted EBITDA margin, with a target of 12.2%.

•	Net sales, with a target of $4.9 billion.

•	Recurring free cash flow, with a target of $386 million.

•	Free cash flow before multiemployer pension plan payments, with a target of $307 million.

•	Cost reduction savings.

•	Synergies relating to our acquisition of substantially all of the assets of Vertis Holdings, Inc. (sometimes referred to as Vertis, in January 2013) with a target of approximately $50 million over two years.

•	Integration of the Vertis business.

•	Customer retention, satisfaction and market share growth.

•	Leveraging of growth opportunities in adjacent businesses and international growth.

•	Execution on transactional opportunities.

•	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.	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 stock options granted to holders of certain terminated options in November 2011 (sometimes referred to as 2011 Options), the excess of the fair market value of the underlying shares over the exercise price. As previously disclosed in a Current Report on Form 8-K filed on November 22, 2011 and the proxy statement for our 2012 annual meeting, the 2011 Options were granted in 2011 in connection with the termination and liquidation of certain options that had been granted between the years 1990-2010, before our Company became publicly traded, and that were subject to Section 409A of the Internal Revenue Code. The grant of the 2011 Options became effective upon shareholder approval at our 2012 annual meeting. Other than the 2011 Options, no 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 restricted stock and performance share awards to our NEOs under our 2010 Plan as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (sometimes referred to as FASB ASC 718). In the case of performance shares, the amounts shown are based on the probable outcome of performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718 as follows for 2013: Mr. Quadracci – $2,025,502; Mr. Fowler – $675,174; Mr. Frankowski – $405,109; Mr. Blais – $405,109; and Mr. Jaeger – $270,086. The values of the performance shares at the grant date if the highest level of performance conditions were to be achieved would be as follows for 2013: Mr. Quadracci – $4,051,004; Mr. Fowler – $1,350,348; Mr. Frankowski – $810,217; Mr. Blais – $810,217; and Mr. Jaeger – $540,172. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For the assumptions used in the valuation of the awards, please see Note 22, “Equity Incentive Programs,” to the Company’s Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2013.

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(2)	Amounts are based on the aggregate grant date fair value of the option awards to our NEOs under our 2010 Plan as determined in accordance with FASB ASC 718. For the assumptions used in the valuation of the awards, please see Note 22, “Equity Incentive Programs,” to the Company’s Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2013.

(3)

Amounts reflect the following for individual NEOs for 2013: For Mr. Quadracci – club dues of $9,701; $8,372 for a portion of the salary paid to an employee of our Company attributable to time spent on personal business for Mr. Quadracci, $208,136 for personal use of our corporate aircraft (calculated as the portion of the variable costs of the aircraft attributable to personal use), $69,466 for personal and family security services, $10,000 for the cost of assistance with tax preparation, a matching contribution of $4,590 on 401(k) contributions, car allowance of $8,000, executive medical at a cost of $7,501, moving expenses of $14,414 and a contribution of $12,960 to Mr. Quadracci’s SERP account. For Mr. Fowler – club dues of $4,232, a matching contribution of $4,590 on 401(k) contributions, car allowance of $8,000, executive medical at a cost of $12,714, imputed income of $463 from the interest-free loan under the voting trust purchase plan described in the section titled “Corporate Governance—Certain Other Relationships and Related Person Transactions” and a contribution of $10,206 to Mr. Fowler’s SERP account. For Mr. Frankowski – $300 for assistance with tax preparation, a matching contribution of $4,590 on 401(k) contributions, car allowance of $8,000, executive medical at a cost of $788 and a contribution of $6,507 to Mr. Frankowski’s SERP account. For Mr. Blais – $960 for assistance with tax preparation, a matching contribution of $4,590 on 401(k) contributions, car allowance of $8,000, executive medical at a cost of $16,567 and a contribution of $6,507 to Mr. Blais’ SERP account. For Mr. Jaeger – $300 for assistance with tax preparation, a matching contribution of $4,590 on 401(k) contributions, car allowance of $8,000, executive medical at a cost of $8,820, imputed income of $53, a scholarship of $1,000, and a contribution of $5,058 to Mr. Jaeger’s SERP account (Perquisites are discussed further in the section titled “Compensation of Executive Officers—Compensation Discussion and Analysis—Retirement and Other Benefits—Perquisites and Other Personal Benefits” above).

(4)	As disclosed above, Mr. Quadracci has elected to waive the payment he had otherwise earned under our annual cash incentive program for 2013.

(5)

The titles shown are as of December 31, 2013. On February 4, 2014, we named several executives, including some of the NEOs, to new or expanded roles to support our strategic business initiatives as we have grown in size and complexity. These appointments were effective on March 1, 2014, and included the following relating to the NEOs: (1) Mr. Blais was named Executive Vice President of Global Procurement and Platform Strategy, (2) Mr. Fowler was named Vice Chairman and Executive Vice President of Strategy and Corporate Development, (3) Mr. Frankowski was named Chief Operating Officer, and (4) Mr. Jaeger was named Executive Vice President, President of Direct Marketing and Media Solutions and Chief Information Officer.

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(1)

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 2013 under these awards are shown in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table above. As disclosed above, Mr. Quadracci has elected to waive the payment he had otherwise earned under this program for 2013.

(2)

These columns show the range of potential payouts for the performance share awards that we granted under our 2010 Plan, as described in the section titled “Compensation of Executive Officers—Compensation Discussion and Analysis—Determining the Amount of Each Element of Compensation—2013 Process—Long Term Incentive Compensation.” The number of performance shares that are earned, if any, will be based on performance for 2013 to 2015 and will be determined after the end of 2015.

(3)	The amounts shown in this column reflect the number of restricted shares we granted to each NEO pursuant to our 2010 Plan.

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(1)	18,844 shares vested on January 1, 2014, 78,807 shares vest on January 1, 2015 and 99,338 shares vest on January 1, 2016.

(2)	Market value computed by multiplying the number of shares that have not vested by $27.23, which was the closing price of a share of our Common Stock on the last trading day of 2013.

(3)	In accordance with SEC requirements, the number of shares is based on achieving threshold performance goals because 2013 performance did not exceed the threshold level.

(4)	Vests and becomes exercisable 1/3 on each of January 1, 2014, January 1, 2015 and January 1, 2016.

(5)	Vests and becomes exercisable 1/2 on each of January 1, 2014 and January 1, 2015.

(6)	Vests and becomes exercisable on November 18, 2014.

(7)	5,389 shares vested on January 1, 2014, 22,539 shares vest on January 1, 2015 and 33,113 shares vest on January 1, 2016.

(8)	3,769 shares vested on January 1, 2014, 15,761 shares vest on January 1, 2015 and 19,868 shares vest on January 1, 2016.

(9)	1,884 shares vested on January 1, 2014, 7,881 shares vest on January 1, 2015 and 13,246 shares vest on January 1, 2016.

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(1)	Represents the gross number of shares acquired upon exercise of vested options without taking into account any shares that may be withheld to cover option exercise price or applicable tax obligations.

(2)	Represents the value of exercised options calculated by multiplying (i) the number of shares of our class A common stock to which the exercise of the option related, by (ii) the difference between the per-share closing price of our class A common stock on the NYSE on the date of exercise and the exercise price of the options.

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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.

(2)	Reflects an assumed value per share of $27.23, which was the closing price of a share of our Common Stock on the last trading day of 2013.

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(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 $27.23, which was the closing price of a share of our Common Stock on the last trading day of 2013.

(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 (31 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, 2023.

(3)	Reflects an assumed value per share of $27.23, which was the closing price of a share of our Common Stock on the last trading day of 2013, and, for performance shares, achievement of the performance goals at the target level.

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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 as determined in accordance with FASB ASC Topic 718. For the assumptions used in the valuation of the awards to the Company’s non-employee directors, please see Note 22, “Equity Incentive Programs,” to the Company’s Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2013.

(2)

The aggregate number of option awards outstanding as of December 31, 2013 for each non-employee director was as follows: Mr. Abraham held options to purchase an aggregate of 22,500 shares of class A common stock; Mr. Buth held options to purchase an aggregate of 17,500 shares of class A common stock; Mr. Harned held options to purchase an aggregate of 17,500 shares of class A common stock; and Mr. Shiely held options to purchase an aggregate of 22,500 shares of class A common stock. Dr. Flores and Mr. Ryder did not hold any options as of December 31, 2013.

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

(4)	Elected as a director effective as of December 13, 2013.

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(1)	Audit fees paid to Deloitte & Touche LLP were for services and expenses associated with the 2013 and 2012 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, employee benefit plan audits, and an agreed upon procedures report.

(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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