A lawsuit was filed in the United States District Court for the Northern District of Illinois (the “Court”) against R. R. Donnelley and several related entities. The lawsuit alleges that Defendants violated the Employee Retirement Income Security Act (“ERISA”) with respect to the Plan. The individuals who are pursuing the lawsuit (the “Plaintiffs”) claim, among other things, that the Defendants authorized the Plan to pay unreasonably high fees for retirement plan services. This is just a summary of the allegations in the lawsuit.

Defendants deny the allegations in the lawsuit and contend that their conduct was entirely lawful and proper. Defendants have asserted, and would assert should the litigation continue, a number of defenses to Plaintiffs’ claims.

The parties have agreed to the Settlement after extensive negotiations. By agreeing to the Settlement, the parties avoid the costs and risks of further litigation, and Plaintiffs and the other members of the Settlement Class will receive a Settlement payment. Counsel for the Settlement Class (“Class Counsel”) have conducted a review of the evidence in the case and the potential risks and benefits of continued litigation and believe that the Settlement is in the best interest of the Settlement Class. The Court has not made any finding that Defendants have done anything wrong or violated any law or regulation.

The Plan has retained an independent fiduciary to evaluate the fairness of the Settlement. The independent fiduciary is Fiduciary Counselors, Inc.

Class Members do not have to submit claim forms in order to receive settlement benefits. The benefits of the Settlement will be distributed automatically once the Court approves the Settlement, either to Class Members’ Plan accounts (for Class Members who have a positive balance in their Plan account) or by check (for former Plan participants without a Plan account).

To avoid disproportionate expenses, the parties have agreed that no distribution will be made to any Settlement Class Member who (1) is a Former Participant and (2) would otherwise be entitled to an amount of less than $25 from the Distributable Settlement Amount. Current Participants are not subject to this restriction. As a result, if you are a Former Participant, it is possible that you are a Settlement Class Member but will receive no share of the Settlement proceeds.

The timing of the distribution of the Distributable Settlement Amount is conditioned on several factors, including the Court’s final approval of the Settlement and the expiration of any period to appeal the final approval. If one is filed, an appeal of the final approval order may take many months or even years. If the Settlement is approved by the Court, and there are no appeals, the Settlement distribution likely will occur within six months of the Court’s Final Approval Order.

There will be no payments under the Settlement if the Settlement Agreement is terminated.

The Settlement does not allow any Settlement Class Members to exclude themselves from the settlement or decide not to be a part of the Settlement. While some class action settlements allow class members to “opt out” of a settlement, because of the nature of the claims Plaintiffs have asserted in this lawsuit, Settlement Class Members do not have any right to opt out.

Prior to the Fairness Hearing, Settlement Class Members will have the opportunity to object to approval of the Settlement or the requested Attorneys’ Fees and Expenses and Class Representatives’ Compensation. To object, you must send your objection to the Court, at U.S. District Court, Northern District of Illinois, 219 S. Dearborn St., Chicago, IL 60604, and to the Parties at the following addresses:

Following the deadline for objecting to the Settlement, the Court will hold a Fairness Hearing on May 23, 2024, to consider any objections. The Fairness Hearing will take place at 10:00 a.m. at the United States District Court for the Northern District of Illinois, located at 219 S. Dearborn St., Chicago, IL 60604. The date and location of the Fairness Hearing is subject to change by Order of the Court.