DFS Proxy Statement

Stock Ownership The table below lists the beneficial ownership of common stock as of April 1, 2017 by all directors and nominees, each of the persons named in the tables under Executive Compensation below, and the directors and executive officers as a group and includes all stock awards subject to vesting conditions that vest within 60 days of April 1, 2017. The table also lists all institutions and individuals known to hold more than 5% of the Company’s common stock, which information has been obtained from filings pursuant to Sections 13(d) and (g) of the Exchange Act. Except as otherwise indicated below, each of the entities or persons named in the table has sole voting and investment power with respect to all common stock beneficially owned set forth opposite their name. The percentages shown are based on outstanding shares of common stock as of April 1, 2017. Unless otherwise indicated, the address for each beneficial owner who is also a director, nominee or executive officer is 35 West Wacker Drive, Chicago, Illinois 60601. Beneficial Ownership Name Number Percentage Principal Stockholders R.R. Donnelley & Sons Company (1) 6,242,802 19.25% Blackrock, Inc. and certain subsidiaries (2) 2,483,583 7.60% The Vanguard Group (3) 2,306,453 7.07% Gates Capital Management, L.P. (4) 1,876,388 5.80% Named Executive Officers (5) Daniel N. Leib 181,692 * Thomas F. Juhase 49,828 * David A. Gardella 45,356 * Jennifer B. Reiners 26,898 * Kami S. Turner 10,223 * Directors (6) Oliver R. Sockwell 61,436 * Richard L. Crandall 49,711 * Nanci E. Caldwell 3,046 * Luis A. Aguilar 3,046 * Charles D. Drucker 3,046 * Gary G. Greenfield 3,046 * Lois M. Martin 3,046 * Directors and Executive Officers as a group (12 persons) 437,328 1.55% * Less than one percent. (1) RRD has a principal business office at 35 West Wacker Drive, Chicago, Illinois 60601. (2) Blackrock, Inc., or Blackrock, is an investment advisor with a principal business office at 55 East 52nd Street, New York, New York 10055. This amount reflects the total shares expected to be held by Blackrock clients. Blackrock is expected to have sole investment authority over all shares and sole voting authority over all shares. (3) The Vanguard Group, Inc., or Vanguard, is an investment advisor with a principal business office at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. This amount reflects the total shares expected to be held by Vanguard clients. Vanguard is expected to have sole investment authority over 2,290,761 shares and shared investment authority over 15,692 shares, sole voting authority over 15,651 shares and shared voting authority over 1,320. (4) Gates Capital Management, L.P., or Gates Capital is an investment advisor with a principal business office at 177 Avenue of the Americas, 46th Floor, New York, New York 10036. This amount reflects the total shares expected to be held by Gates Capital clients. Gates Capital is expected to have shared investment authority over 1,876,388 shares and shared voting authority over 1,876,388 shares. (5) Reflects ownership of common stock and restricted stock awards subject to vesting conditions. Does not reflect ownership of restricted stock units that will not vest within 60 days. (6) Reflects ownership of common stock and restricted stock units that will vest on the earlier of the date the director ceases to be a director or the first anniversary of the grant date. Amounts for Messrs. Crandall and Sockwell also reflect restricted stock units that will vest on the date such director ceases to be a director of the Company. 20