DFS Proxy Statement

Certain Transactions 51 Section 16(a) Beneficial Ownership Reporting Compliance 56 Report of the Audit Committee 56 The Company’s Independent Registered Public Accounting Firm 57 Submitting Stockholder Proposals and Nominations for 2018 Annual Meeting 58 Discretionary Voting of Proxies on Other Matters 58 Appendix A: Form of Amended and Restated 2016 Performance Incentive Plan 59 This proxy statement is issued by Donnelley Financial Solutions in connection with the 2017 Annual Meeting of Stockholders scheduled for May 18, 2017. This proxy statement and accompanying proxy card are first being mailed to stockholders on or about April XX, 2017.