DFS Proxy Statement

Proposal 4 4. Approval of the Amended and Restated 2016 Performance Incentive Plan Board recommends that the stockholders vote FOR the proposal to amend and restate the 2016 Performance Incentive Plan. On April 11, 2017, the Donnelley Financial Solutions, Inc. (the “Company”) Board of Directors (the “Board”) approved, and proposes that our stockholders approve, our Amended and Restated Donnelley Financial Solutions, Inc. 2016 Performance Incentive Plan (the “Amended 2016 PIP”). The Amended 2016 PIP is substantially similar to the Donnelley Financial Solutions, Inc. 2016 Performance Incentive Plan (the “2016 PIP”), which was approved by our Board and our former parent, R.R. Donnelley & Sons Company (in its capacity as the sole stockholder of the Company at that time) on September 30, 2016. The Amended 2016 PIP will: • Set a $500,000 annual limit on compensation to non-employee directors; • Institute double-trigger change of control vesting; • Prohibit additional forms of repricing and liberal share counting; and • Expand the prohibition on payment of dividends and dividend equivalents to all unvested awards, not just performance awards. • This proposal is also intended to approve the material terms of the performance goals to continue to allow the Company to grant performance awards qualified as “performance-based” compensation for Section 162(m) purposes. If approved, the Amended 2016 PIP will become effective as of May 18, 2017 (the “Effective Date”) and apply to all awards made on or after the Effective Date. We believe approval of the Amended 2016 PIP is advisable to ensure the Company may continue to grant equity-based awards as part of its compensation programs and to reflect current best practices for stock incentive plans. A total of 3,500,000 shares of our common stock, par value $0.01 per share, were previously reserved for awards under the 2016 PIP. As of the record date, approximately 2,021,469 shares of common stock remained available for the future grant of awards under the 2016 PIP, which will be available for grants under the Amended 2016 PIP if it is approved by stockholders. The Company is not seeking approval for additional shares of common stock for awards under the Amended 2016 PIP at this time. If stockholders do not approve the Amended 2016 PIP, then (i) the 2016 PIP will remain outstanding and continue as currently in effect, including with respect to the ability to grant the number of shares described above, and (ii) the Company may be unable to obtain tax deductions for certain compensation expenses associated with awards granted under the 2016 PIP to certain of our executive officers for awards granted following the Company’s 2018 Annual Meeting. Failure to approve the Amended 2016 PIP will not affect the rights of existing awards or award holders under the 2016 PIP. Background and Purposes of the Amended 2016 PIP. The Board believes that amending certain provisions of the 2016 PIP to remain consistent with market practices will allow us to attract, motivate, reward and retain the broad-based talent critical to achieving our business goals. Stock ownership by employees and directors provides performance incentives and fosters a long-term commitment to our benefit and to the benefit of our stockholders, offers additional incentives to put forth maximum effort for the success of our business, and affords them an opportunity to acquire a proprietary interest in the Company. Furthermore, approval of the Amended 2016 will also serve to approve the material terms of the performance goals for purposes of Section 162(m) of the Internal Revenue Code (the “Code”). If the Amended 2016 PIP and performance goals are approved, the effectiveness of the approval will last until 2022 for Section 162(m) purposes. If the Amended 2016 PIP is not approved, then 4