DFS Proxy Statement

Table of Contents Proposals 1 Proposal 1: Election of Directors 1 Proposal 2: Advisory Vote to Approve Executive Compensation 2 Proposal 3: Advisory Vote on the Frequency of Advisory Vote on Executive Compensation 3 Proposal 4: Approval of the Amended and Restated 2016 Performance Incentive Plan 4 Proposal 5: Ratification of Independent Registered Public Accounting Firm 9 Questions and Answers About How to Vote Your Proxy 10 Voting Instructions and Rules 10 Company Information 13 About the Continuing Directors 13 The Board’s Committees and Their Functions 15 Policy on Attendance at Stockholder Meetings 17 Corporate Governance 17 Stock Ownership 20 Beneficial Stock Ownership of Directors, Executives and Large Stockholders 20 Compensation Discussion & Analysis 21 Background 21 Donnelley Financial Compensation Program Post-Spin 21 RRD Compensation Program Pre-Spin 21 RRD Pre-Spin Compensation Philosophy 22 RRD Pre-Spin Compensation Best Practices 22 2016 Pre-Spin Peer Group 23 2016 Pre-Spin RRD Compensation Overview 23 Base Salary 24 Annual Incentive Plan 25 RRD Spin Cost Reduction Incentive 25 Long-term Incentive Program 26 Pre-Spin Compensation for Mr. Gardella, Mr. Juhase, Ms. Reiners & Ms. Turner 26 Treatment of RRD Equity and Cash Awards in Connection with the Spin 27 RRD Pre-Spin Benefit Programs 28 RRD Pre-Spin Tax Deductibility Policy 28 Pre-Spin Operation of the RRD Human Resources Committee 28 Pre-Spin Role of the RRD Compensation Consultant 29