Table of Contents 1 76

DFS Proxy Statement

Notice of Annual Meeting of Stockholders 2
Table of Contents 3
Proposals 6
Proposal 1: Election of Directors 6
Proposal 2: Advisory Vote to Approve Executive Compensation 7
Proposal 3: Advisory Vote on the Frequency of Advisory Vote on Executive Compensation 8
Proposal 4: Approval of the Amended and Restated 2016 Performance Incentive Plan 9
Proposal 5: Ratification of Independent Registered Public Accounting Firm 14
Questions and Answers About How to Vote Your Proxy 15
Voting Instructions and Rules 15
Company Information 18
About the Continuing Directors 18
The Board's Committees and Their Functions 20
Policy on Attendance at Stockholder Meetings 22
Corporate Governance 22
Stock Ownership 25
Beneficial Stock Ownership of Directors, Executives and Large Stockholders 25
Compensation Discussion & Analysis 26
Background 26
Donnelley Financial Compensation Program Post-Spin 26
RRD Compensation Program Pre-Spin 26
RRD Pre-Spin Compensation Philosophy 27
RRD Pre-Spin Compensation Best Practices 27
2016 Pre-Spin Peer Group 28
2016 Pre-Spin RRD Compensation Overview 28
Base Salary 29
Annual Incentive Plan 30
RRD Spin Cost Reduction Incentive 30
Long-term Incentive Program 31
Pre-Spin Compensation for Mr. Gardella, Mr. Juhase, Ms. Reiners & Ms. Turner 31
Treatment of RRD Equity and Cash Awards in Connection with the Spin 32
RRD Pre-Spin Benefit Programs 33
RRD Pre-Spin Tax Deductibility Policy 33
Pre-Spin Operation of the RRD Human resources Committee 33
Pre-Spin Role of the RRD Compensation Consultant 34
Pre-Spin Risk Assessment 34
Pre-Spin Role of RRD Management 34
Donnelley Financial Post-Spin Compensation Program 35
Donnelley Financial Post-Spin Compensation Decisions 35
Base Salary and Target Bonus 35
Stub Period Incentive Plan 36
Long-Term Incentive Program 36
Donnelley Financial Post-Spin Benefit Programs 36
Post-Spin Tax Deductibility Policy 37
Post-Spin Operation of the Donnelley Financial Compensation Committee 37
Post-Spin Role of the Donnelley Financial Compensation Consultant 37
Post-Spin Role of Donnelley Financial Management 38
Donnelley Financial Stock Ownership Guidelines 38
Post-Spin Risk Assessment 38
Compensation Committee Report 39
Executive Compensation 40
2016 Summary Compensation Table 40
2016 Grants of Plan-Based Awards 42
Grants of Plan-Based Awards Table 42
Outstanding Equity Awards at 2016 Fiscal Year-End 43
Outstanding Equity Awards at Fiscal Year-End Table 43
Option Exercises and Stock Vested Table 44
Pension Benefits 44
2016 Pension Benefits Table 45
Nonqualified Deferred Compensation 45
2016 Nonqualified Deferred Compensation Table 46
Potential Payments Upon Termination or Change in Control 46
Termination Other Than After a Change in Control 46
Termination After a Change in Control 47
Potential Payment Obligations Under Employment and Severance Agreements upon Termination of Employment of NEO or upon a Change in Control 47
Director Compensation 53
Cash Retainer 54
Equity Retainer 54
Non-Employee Director Compensation 54
2016 Non-Employee Director Compensation Table 54
Certain Transactions 56
Section 16(a) Beneficial Ownership Reporting Compliance 61
Report of the Audit Committee 61
The Company’s Independent Registered Public Accounting Firm 62
Submitting Stockholder Proposals and Nominations for 2018 Annual Meeting 63
Discretionary Voting of Proxies on Other Matters 63
Appendix A: Form of Amended and Restated 2016 Performance Incentive Plan 64

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