Exhibit 99.1
  INFORMATION
    REQUIRED BY PART III OFFORM 10-K
    of Schawk, inc.
    FOR THE YEAR ENDED
    DECEMBER 31, 2008
  DIRECTORS
    AND EXECUTIVE OFFICERS
    Clarence W. Schawk
  David A. Schawk
  A. Alex Sarkisian, Esq.
  Judith W. McCue, Esq.
  John T. McEnroe, Esq.
  Hollis W. Rademacher
  Leonard S. Caronia




---



##### 



Michael G. ORourke
  Stanley N. Logan
      Timothy J. Cunningham
    CORPORATE
    GOVERNANCE
  Meetings
    of the Board of Directors
    c/o Schawk,




---



##### 



Director
    Independence
      
    been employed by the Company or any subsidiary;
    accepted direct compensation from the Company or any subsidiary
    in excess of $120,000 during any of the last three fiscal years,
    or plans to accept such payments in the current fiscal year
    (other than compensation for board or committee service and
    pension or other forms of deferred compensation for prior
    service);
    been affiliated with or employed by an auditor (present or
    former) of the Company or an affiliate of the Company;
    been employed as an executive officer of another entity where at
    any time during the past three years any of the Companys
    executive officers served on that entitys compensation
    committee; or
    been employed as an executive officer of an entity (including
    charitable organizations) that made payments to, or received
    payments from, the Company for property or services in the
    current or any of the past three fiscal years that exceed the
    greater of $1 million or 2% of such other entitys
    consolidated gross revenues for that year.    Committees
    Executive Committee.
  Audit Committee.




---



##### 



Regulation S-K
  Option/Compensation Committee.
  Director
    Compensation
    non-director
    Fees Earned or Paid


Optionin Cash


Awards(1)


TotalName

($)


($)


($)Clarence W. Schawk










Judith W. McCue


27,000



23,034



50,034John T. McEnroe






23,034



23,034Hollis W. Rademacher


27,000



23,034



50,034Leonard S. Caronia


24,600



23,034



47,634Michael G. ORourke


27,000



29,635



56,635Stanley N. Logan


27,000



19,578



46,578     (1)
    
    Represents the dollar amount of expense recognized for financial
    statement reporting purposes with respect to 2008 attributable
    to stock options in accordance with SFAS 123R but with no
    discount for estimated forfeitures.




---



##### 



Name

Outstanding Option AwardsClarence W. Schawk


100,000Judith W. McCue


47,500John T. McEnroe


42,500Hollis W. Rademacher


47,500Leonard S. Caronia


42,500Michael G. ORourke


12,500Stanley N. Logan


7,500   COMPENSATION
    DISCUSSION AND ANALYSIS
  Objectives
    of Schawks Compensation Program
    Overview
    of the Compensation Program




---



##### 



Overview
    of the Principal Elements of the Companys Senior Executive
    Compensation
    
    base salary
    annual cash bonus
    long-term incentives, comprised of three components:            
    Base salaries.  The Company provides the
    opportunity for the senior executive officers to earn a market
    competitive annual base salary in order to attract and retain
    highly qualified individuals and to provide a base wage that is
    not subject to Company-performance risk.
    Annual and long-term incentive awards.  The
    Company relies to a large degree on an annual bonus, if any, and
    long-term equity and cash incentives to attract and retain its
    senior executive officers and key employees. The Committee also
    uses these awards to motivate its senior officers, on an
    individual basis and collectively as a team, to achieve annual
    financial goals and longer term Company performance goals.




---



##### 



Both annual and long-term incentive compensation is closely tied
    to the performance of the Company and the individual in a manner
    that the Committee believes encourages a sharp and continuing
    focus on building profitability and improving the opportunities
    for greater stockholder value.  
    Other benefits.  Providing retirement benefits,
    income deferral and other benefits is consistent with
    Schawks desire and ability to attract and retain skilled
    executives and recognizes that similar benefits are commonly
    provided at other companies that it competes with for talent.  Principal
    Elements of Compensation
  Base
    Salary
      Base SalaryName

2007


2008


Percentage IncreaseDavid A. Schawk

$
575,000


$
595,000



3.5
%A. Alex Sarkisian


415,000



440,000



6.0James J. Patterson


295,000



295,000



0.0Timothy J. Cunningham






375,000



N/A       Annual
    Bonus




---



##### 



Long-Term
    Incentives
  The following discussion contains statements regarding future
    individual and Company performance targets and goals. These
    targets and goals are disclosed in the limited context of the
    Companys compensation programs and should not be viewed as
    statements of managements expectations concerning the
    Companys future results, or as earnings or other financial
    guidance. We specifically caution investors not to apply these
    statements to other contexts.
  General.




---



##### 



Name

Award Type

2008 ProportionDavid A. Schawk

Cash Performance Awards


50.0
%Stock Options


12.5Restricted Stock


37.5A. Alex Sarkisian

Cash Performance Awards


25.0Stock Options


50.0Restricted Stock


25.0Timothy J. Cunningham

Cash Performance Awards


0.0Stock Options


50.0Restricted Stock


50.0       Stock Options.




---



##### 



Restricted Stock.
      Performance Awards. 2006-2008, 2007-2009, 2008-2010 2009-2011. 2009-2011,




---



##### 



Other
    Compensation and Benefit Arrangements
  Retirement
    Plans
      Income
    Deferral Plan
    Life
    Insurance
    Arrangements
    upon Termination of Service




---



##### 



change-in-control
    Accounting
    and Tax Considerations
    Compensation
    Committee Report
        Judith W.
    McCue
    John T. McEnroe
    Hollis W. Rademacher
    Leonard S. Caronia
  The Compensation Committee Report shall not be deemed
    incorporated by reference by any general statement incorporating
    by reference this document into any filing under the Securities
    Act of 1933, as amended (the Securities Act) or
    under the Exchange Act except to the extent that the Company
    specifically incorporates this information by reference, and
    shall not otherwise be deemed filed under such Acts.




---



##### 



EXECUTIVE
    COMPENSATION
  Summary
    Compensation Table
    Summary
    Compensation Table
  Change inPension Value&NonqualifiedNon-Equity


Deferred


All OtherStock


Option


Incentive Plan


Compensation


Compen-Name and







Bonus(1)


Awards(2)


Awards(3)


Compensation(4)


Earnings


sation(5)


TotalPrincipal Position

Year


Salary ($)


($)


($)


($)


($)


($)


($)


($)David A. Schawk


2008



595,000







204,352



76,800











28,477



904,629President and CEO


2007



575,000



258,750



94,404



96,929



343,800







27,576



1,396,4592006



575,000



258,750



11,369



167,452



434,760







26,709



1,474,040A. Alex Sarkisian


2008



440,000







73,748



130,342











24,871



668,961Executive Vice President


2007



415,000



166,000



41,948



108,791



47,750







24,318



803,807and Chief Operating Officer


2006



390,000



156,000



9,507



121,537



60,383







23,705



761,132James J. Patterson


2008



173,354







5,672
(7)


(5,233
)(8)










97,088
(9)


270,881Former Senior Vice


2007



295,000



118,000



41,948



108,791



47,750







21,450



632,939President and Chief


2006



286,384



114,554



9,507



121,537



60,383







21,200



613,565Financial Officer(6)Timothy J. Cunningham


2008



281,935



156,170



19,328



19,766















477,199Executive Vice President and Chief Financial Officer (10)     (1)
    
    See Compensation Discussion and Analysis 
    Principal Elements of the Companys Senior Executive
    Compensation  Annual Bonus for a description of
    the Companys annual bonus award opportunity. For
    Mr. Cunningham, bonus includes a $125,000 cash award earned
    in 2008 pursuant to the terms of his employment agreement that
    was paid in January 2009. See Compensation Discussion and
    Analysis  Annual Bonus for a discussion of this
    award. The remaining amount for Mr. Cunningham consists of
    bonus amounts earned prior to his appointment as Executive Vice
    President and Chief Financial Officer.(2)
    
    Represents the dollar amount of expense recognized for financial
    statement reporting purposes in each year, as applicable,
    attributable to restricted stock grants in accordance with SFAS
    123R but with no discount for estimated forfeitures. Stock
    awards are valued using the closing market price of our common
    stock on the grant date. Assumptions used in the calculation of
    these amounts are included in Note 17 to the Companys
    audited financial statements in its
    Form 10-K
    for each of the fiscal years ended December 31, 2008, 2007
    and 2006.(3)
    
    Represents the dollar amount of expense recognized for financial
    statement reporting purposes in each year, as applicable,
    attributable to stock options in accordance with SFAS 123R
    but with no discount for estimated forfeitures. Assumptions used
    in the calculation of these amounts are included in Note 17
    to the Companys audited financial statements in its
    Form 10-K
    for each of the fiscal years ended December 31, 2008, 2007
    and 2006.(4)
    
    Represents cash settlement of long-term performance awards
    following the completion of the applicable performance period.
    For the 2006 award amounts shown, the performance period
    commenced on July 1, 2005 and ended on December 31,
    2006. For the 2007 award amounts shown, the performance period
    commenced on July 1, 2005 and ended on December 31,
    2007. For the 2008 award amounts shown, the performance period
    commenced on January 1, 2006 and ended on December 31,
    2008. See Compensation Discussion and




---



##### 



Analysis  Principal Elements of
    Compensation  Long-Term Incentives 
    Performance Awards for a description of the terms and
    calculation methodology for these awards.(5)
    
    For 2008 for Messrs. Schawk and Sarkisian, these amounts
    represent the actual costs paid for the following: auto
    allowance ($10,200), matching contributions to the
    Companys 401(k) plan ($11,500) and life insurance premiums
    ($6,777 for Mr. Schawk and $3,171 for Mr. Sarkisian).
    No amounts have been included for personal use of corporate
    aircraft during 2008 for which the Company received full
    reimbursement. The Company has a fractional interest in a
    corporate aircraft for business purposes. The Company allows
    limited personal use of the aircraft by certain named executive
    officers and directors so long as such use does not interfere
    with the availability and use of the aircraft for business
    purposes, and in each case so long as all incremental costs of
    such personal use are borne by the executive.(6)
    
    Mr. Patterson resigned as Senior Vice President and Chief
    Financial Officer effective May 31, 2008. A portion of the
    salary earned in 2008 represents payments to Mr. Patterson
    under a consulting arrangement following his resignation. See
    Employment Agreements  Separation Agreement
    with James Patterson below.(7)
    
    In accordance with Mr. Pattersons separation
    agreement, unvested options to purchase an aggregate
    28,667 shares of common stock were forfeited as of
    May 31, 2008.(8)
    
    In accordance with Mr. Pattersons separation
    agreement, 3,800 shares of restricted stock were forfeited
    as of May 31, 2008.(9)
    
    Amount shown for Mr. Patterson under All Other
    Compensation includes severance of $73,750, 401(k)
    matching contributions of $11,500, amounts paid in respect of an
    auto allowance, and outplacement services and certain medical
    benefits pursuant to Mr. Pattersons severance
    agreement.(10)
    
    Mr. Cunningham commenced service with the Company on
    March 28, 2008 and was appointed Executive Vice President
    and Chief Financial Officer on September 18, 2008. The
    compensation disclosed for Mr. Cunningham includes amounts
    earned since March 28, 2008.  Plan-Based
    Award Grants in Last Fiscal Year
    All Other


All OtherStock


Option








GrantAwards:


Awards:


Exercise


Closing


Date FairEstimated Future Payouts Under


Number of


Number of


or Base


Market


Value ofNon-Equity Incentive Plan


Shares of


Securities


Price of


Price on


Stock andAwards(1)


Stock or


Underlying


Option


Grant


OptionGrant


Threshold


Target


Maximum


Units(2)


Options


Awards


Date


AwardsName

Date


($)


($)


($)


(#)


(#)


($/Sh)


($/Sh)


($)David A. Schawk


3/20/2008



147,000



588,000



882,000



21,895



16,499



15.84



15.84



438,667A. Alex Sarkisian


3/20/2008



32,000



128,000



192,000



6,386



28,874



15.84



15.84



261,895Timothy J. Cunningham


9/18/2008















12,500



31,250



16.14



16.14



408,065James J. Patterson


































     (1)
    
    These values represent estimated possible payouts under
    cash-based performance awards for the
    2008-2010
    performance period. See Compensation Discussion and
    Analysis  Principal Elements of
    Compensation  Long-Term Incentives and
    Compensation Discussion and Analysis  Other
    Compensation and Benefit Arrangements  Arrangements
    upon Termination of Service for a discussion of the terms
    of these awards.(2)
    
    Shares under this column represent shares of restricted stock
    that cliff-vest three years from the date of grant. See
    Compensation Discussion and Analysis  Principal
    Elements of Compensation  Long-Term Incentives
    and Compensation Discussion and Analysis  Other
    Compensation and Benefit Arrangements  Arrangements
    upon Termination of Service for a discussion of the terms
    of the restricted stock.




---



##### 



Outstanding
    Equity Awards at Fiscal Year End
    Outstanding
    Equity Awards as of December 31, 2008
  Option Awards


Stock AwardsMarketNumber of


Number of








Number of


Value ofSecurities


Securities








Shares or


Shares orUnderlying


Underlying








Units of


Units ofUnexercised


Unexercised


Option





Stock that


Stock thatOptions


Options


Exercise


Option


Have Not


Have Not(#)


(#)


Price


Expiration


Vested


VestedName

Exercisable


Unexercisable(1)(2)


($)


Date


(#)(1)(3)(4)


($)David A. Schawk


14,477







9.4375



02/23/200930,719







7.6250



02/22/2010100,000







8.9000



02/27/2011120,000







9.6100



03/05/2012160,000







9.2200



02/27/2013170,000







14.2500



03/02/2014100,000







18.7250



04/07/20158,133



4,067



17.4300



08/08/2016



4,900



56,1544,500



9,000



18.4700



03/23/2017



13,800



158,148



16,499



15.8400



03/20/2018



21,895



250,917A. Alex Sarkisian


27,176







9.4375



02/23/200913,072







7.6250



02/22/201045,000







8.9000



02/27/201160,000







9.6100



03/05/201260,000







9.2200



02/27/201370,000







14.2500



03/02/201470,000







18.7250



04/07/201513,600



6,800



17.4300



08/08/2016



4,100



46,9867,533



15,067



18.4700



03/23/2017



3,800



43,548



28,874



15.8400



03/20/2018



6,386



73,184James J. Patterson


23,700







9.4375



02/23/200919,200







7.6250



02/22/201035,000







8.9000



02/27/201150,000







9.6100



03/05/201250,000







9.2200



02/27/201370,000







14.2500



03/02/201470,000







18.7250



04/07/20156,800







17.4300



08/08/2016



4,100



46,9867,533







18.4700



03/23/2017Timothy J. Cunningham






31,250



16.1400



09/18/2018



12,500



143,250     (1)
    
    See Compensation Discussion and Analysis 
    Principal Elements of Compensation  Long-Term
    Incentives for a discussion of vesting schedules and other
    terms of restricted stock awards and stock options.(2)
    
    The vesting dates of the respective stock options held at
    December 31, 2008 that were unexercisable are summarized as
    follows: (i) for the remaining unvested options from the
    grant that expires on August 8, 2016, all




---



##### 



will vest on August 8, 2009, (ii) for the remaining
    unvested options from the grant that expires on March 23,
    2017, approximately 50% vest on March 23, 2009 and 50% vest
    on March 23, 2010, (iii) for the options that expire
    on March 20, 2018, 33% vest on March 20, 2009, 33%
    vest on March 20, 2010 and 34% vest on March 20, 2011
    and (iv) for the options that expire on September 18,
    2018, 33% vest on September 18, 2009, 33% vest on
    September 18, 2010 and 34% vest on September 18, 2011.(3)
    
    The vesting dates of the respective unvested stock awards held
    at December 31, 2007 are summarized as follows: For
    Mr. Schawk, 4,900 shares cliff-vest on August 8,
    2009, 13,800 shares cliff-vest March 23, 2010 and
    21,895 shares cliff-vest on March 20, 2011; for
    Mr. Sarkisian, 4,100 shares cliff-vest on
    August 8, 2009, 3,800 shares cliff-vest on
    March 23, 2010 and 6,386 shares cliff-vest on
    March 20, 2011; for Mr. Patterson, 4,100 shares
    cliff-vest on August 8, 2009; and for Mr. Cunningham,
    12,500 shares cliff-vest on September 18, 2011.(4)
    
    Holders of unvested restricted stock awards accrue dividends and
    may exercise voting rights as if the underlying shares were
    beneficially owned by the named executive officer.  2008
    Option Exercises and Stock Vested
    Option Awards


Stock AwardsNumber of





Number of SharesShares Acquired


Value Realized on


Acquired on


Value Realized onon Exercise


Exercise(1)


Vesting


VestingName

(#)


($)


(#)


($)David A. Schawk


19,690



63,040







A. Alex Sarkisian


5,824



18,826







Timothy J. Cunningham














James J. Patterson


7,100



40,275







     (1)
    
    Represents the aggregate dollar amount realized by the named
    executive officer upon exercise of one or more stock options
    during 2008. The dollar amount reported represents the number of
    shares acquired on exercise multiplied by the difference between
    the market closing price of our common stock on the exercise
    date and the exercise price of the option.  2008
    Non-Qualified Deferred Compensation
    Executive





AggregateContributions in


Registrant


Earnings


Aggregate


Aggregate BalanceLast Fiscal


Contributions in


in Last


Withdrawals /


at Last FiscalYear(1)


Last Fiscal Year


Fiscal Year


Distributions


Year-EndName

($)


($)


($)


($)


($)James J. Patterson


21,654


$
0



(46,357
)

$
0



75,253     (1)
    
    See Compensation Discussion and Analysis  Other
    Compensation and Benefit Arrangements  Income
    Deferral Plan for a description of the terms of
    Companys income deferral plan for executive officers.
    Mr. Patterson is entitled to distribution of the aggregate
    balance under the plan as of June 30, 2009 on July 31,
    2009.  Employment
    Agreements
    Agreements with David Schawk and Clarence
    Schawk.




---



##### 



Employment Agreement with Timothy
    Cunningham. time-to-time
      Separation Agreement with James
    Patterson.




---



##### 



Compensation
    Committee Interlocks and Insider Participation
    Section 16(a)
    Beneficial Ownership Reporting Compliance
    Deductibility
    of Executive Compensation
    Potential
    Payments upon Termination or Change in Control
    Overview
  Employment Agreements. and/or
  Severance Pay Plan. U.S.-based




---



##### 



Equity and Cash-based Awards.
  Stock Options.
  Restricted Stock.
  Cash-based Performance Awards.
      
    benefits accrued under the Companys tax-qualified 401(k)
    Plan in which all employees participate;
    accrued vacation pay, health plan continuation and other similar
    amounts payable when employment terminates under programs
    applicable to the Companys salaried employees generally;
    account balances held under the Income Deferral Plan described
    under Compensation Discussion and Analysis; and
    stock options, restricted stock and performance awards that have
    vested and become exercisable or non-forfeitable, as applicable,
    prior to the employment termination or change in control.




---



##### 



Voluntary
    Resignation and Retirement
  Resignation.
  Retirement.
    Performance Award Periods


Restricted Stock2006-





2008-


Number of





TotalName

2008(1)


2007-2009(2)


2010(2)


Shares(3)


Value


ValueA. Alex Sarkisian





$
57,867


$
42,667



14,286


$
163,718


$
264,252     (1)
    
    Amount represents the value that would be payable based on the
    Companys actual performance results at the end of this
    performance period. No award was payable for the
    2006-2008
    performance period due to performance below the minimum
    threshold level of achievement. See Compensation
    Discussion and Analysis  Long-Term
    Incentives  Performance Awards for further
    detail of these amounts.(2)
    
    Amounts represent the potential value that would be payable
    based on the Company meeting the target level of achievement at
    the end of each applicable performance period, as prorated from
    the beginning of the performance period through
    December 31, 2008, the assumed date of retirement. In the
    event of retirement, the terms of the award require payout based
    on the actual performance results of the Company at the end of
    the performance period. For purposes of this calculation,
    Company performance at target level of achievement is assumed.(3)
    
    Upon retirement, all outstanding shares of restricted stock
    become 100% vested and unrestricted.  Death
    or Disability
  David Schawk.




---



##### 



Timothy Cunningham.
  Life Insurance.
  Treatment
    of LTI Awards.
  Options.
  Restricted stock.
  Unvested Restricted Stock AwardsTotalNumber


ValueName

of Shares


($)David A. Schawk


40,595



465,219A. Alex Sarkisian


14,286



163,718Timothy J. Cunningham


12,500



143,250   Performance awards.




---



##### 



Performance Award Periods(1)(Death)Name

2006-2008


2007-2009


2008-2010


Total ValueDavid A. Schawk

$
625,000


$
416,666


$
196,000


$
1,237,666A. Alex Sarkisian


86,800



57,866



42,666



187,332Timothy J. Cunningham(2)














     (1)
    
    The amounts in this table represent the potential amounts
    payable under each outstanding cash-based performance award
    based on the Company meeting the target level of achievement at
    the end of each applicable performance period, as prorated from
    the beginning of the performance period through
    December 31, 2008, the assumed date of death. Payment upon
    death requires a prorated payout based on the assumption that
    target level of achievement has been achieved.(2)
    
    No cash-based performance awards were outstanding for
    Mr. Cunningham at December 31, 2008.  Performance Award Periods(1)(Disability)Name

2006-2008(2)


2007-2009


2008-2010


Total ValueDavid A. Schawk





$
416,666


$
196,000


$
612,666A. Alex Sarkisian






57,866



42,666



100,532Timothy J. Cunningham(3)














     (1)
    
    Except as disclosed in footnote (2) with respect to the
    2006-2008
    performance period, amounts in this table represent the
    potential amounts payable under each outstanding cash-based
    performance award based on the Company meeting the target level
    of achievement at the end of each applicable performance period,
    as prorated from the beginning of the performance period through
    December 31, 2008, the assumed date of disability. In the
    event of disability, the terms of the awards require payout
    based on the actual performance results of the Company at the
    end of the performance period. For purposes of disability, this
    table assumes Company performance at target level of achievement.(2)
    
    Amounts in this column represent potential amounts payable based
    on the Companys actual performance results at the end of
    this performance period, which were below the threshold level of
    achievement and resulted in no payments to the named executive
    officers. See Compensation Discussion and
    Analysis  Long-Term Incentives 
    Performance Awards for further detail of these amounts.(3)
    
    No cash-based performance awards were outstanding for
    Mr. Cunningham at December 31, 2008.  Termination
    for Cause
    Termination
    Without Cause
  U.S.-based




---



##### 



48-month
      Equity AwardsOptions


Restricted StockName

Number


Value


Number


Value


Total ValueTimothy J. Cunningham


31,250


$
0



12,500


$
143,250


$
143,250   Change
    in Control
      
    all outstanding options become immediately fully vested and
    exercisable;
    all shares of restricted stock immediately vest and become
    payable in a prorated amount equal to the portion of the vesting
    period elapsed through the date of the change in
    control; and
    the performance period for each performance award outstanding
    will lapse and the performance goals associated with a
    performance award will be deemed to have been met at the maximum
    level of achievement, and the award will be immediately vested
    and payable in a prorated amount equal to the portion of the
    performance period elapsed through the date of the change in
    control; provided, the committee may determine in connection
    with the grant of an award as reflected in the applicable award
    agreement that vesting more favorable to the executive should
    apply.    
    all outstanding options become immediately fully vested and
    exercisable;
    all shares of restricted stock immediately vest and become
    payable; and




---



##### 




    the performance period for each performance award outstanding
    will lapse and the performance goals associated with a
    performance award will be deemed to have been met at the target
    level of achievement, and 100% of the award will be immediately
    vested and payable.    Performance Awards


Equity AwardsOptions


Restricted StockName

2006-2008(1)


2007-2009


2008-2010


Number(2)


Value(3)


Number(4)


Value(5)


Total ValueDavid A. Schawk

$
0


$
625,000


$
294,000



29,566


$
0



17,787


$
203,839


$
1,122,839A. Alex Sarkisian


0



86,800



64,000



50,741



0



7,190



82,392



233,192Timothy J. Cunningham














31,250



0



12,500



143,250



143,250     (1)
    
    Amounts in this column represent potential amounts payable based
    on the Companys actual performance results at the end of
    this performance period, which were below the threshold level of
    achievement and resulted in no payments to the named executive
    officers. See Compensation Discussion and
    Analysis  Long-Term Incentives 
    Performance Awards for further detail of these amounts.(2)
    
    Total number of unvested options as of December 31, 2008.(3)
    
    Difference between $11.46, the closing stock price on
    December 31, 2008, and the exercise price of each unvested
    option.(4)
    
    Prorated number of unvested restricted shares as of
    December 31, 2008.(5)
    
    Value of shares based on $11.46, the closing stock price on
    December 31, 2008.    
    a person or group acquires 30% or more of the combined voting
    power of the Companys common stock, subject to certain
    exceptions including acquisitions by persons or groups who were
    holders of 30% or more of the outstanding common stock of the
    Company as of May 17, 2006;
    the board of directors ceases to be comprised of at least a
    majority of the members of the board of directors serving at
    May 17, 2006 and who joined the board subsequent to that
    date with the boards approval or recommendation;
    upon the consummation of a reorganization, merger or
    consolidation of the Company, or the sale of substantially all
    of the Companys assets, other than transactions in which
    specified requirements of equity ownership in the successor
    corporation and in its board composition are met;
    a transaction that results in the Company or its successor no
    longer being registered under the Securities Act of 1933; or
    a complete liquidation or dissolution of the Company.




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##### 



SECURITY
    OWNERSHIP OF CERTAIN
    BENEFICIAL OWNERS AND MANAGEMENT
    OutstandingShares


Currently





Percentage ofBeneficially


Exercisable





ClassName

Owned(1)***


Options(2)


Total


OutstandingDirectors and Named Executive OfficersClarence W. Schawk


7,414,766
(4)


100,000



7,514,766



30.0
%Marilyn G. Schawk(3)


7,414,766







7,514,766
(5)


30.0A. Alex Sarkisian**


3,254,603
(6)


356,362



3,610,965



14.3David A. Schawk(3)**


1,410,016
(7)


703,351



2,113,367



8.2Timothy J. Cunningham


29,844







29,844



*John T. McEnroe


52,237
(9)


41,650



93,887



*Judith W. McCue


20,454
(10)


46,650



67,104



*Hollis W. Rademacher


16,000



46,650



62,650



*Leonard S. Caronia


4,000



41,650



45,650



*Michael G. ORourke


1,000



11,650



12,650



*Stanley N. Logan






6,650



6,650



*Other 5% or Greater StockholdersRutabaga Capital Management


1,550,710
(11)






1,550,710



6.2
%Cathy Ann Schawk(3)(8)


1,915,466







1,915,466



7.7Executive officers and directors as a group (10 persons)


12,194,920



1,354,613



13,549,533



51.5
%     *
    
    Less than 1%**
    
    Denotes a person who serves as a director and who is also a
    named executive officer.***
    
    Beneficial ownership is determined in accordance with SEC
    Rule 13d-3
    promulgated under the Securities Exchange Act of 1934, as
    amended. At April 30, 2009, the Company had
    24,934,265 shares of common stock outstanding.(1)
    
    Unless otherwise indicated, beneficial ownership is direct and
    the person indicated has sole voting and investment power.(2)
    
    Represents options exercisable within 60 days of
    April 30, 2009.(3)
    
    The address for each of the Schawk family members is
    c/o Schawk,
    Inc., 1695 South River Road, Des Plaines, Illinois 60018.(4)
    
    Includes 1,536,348 shares held directly by
    Mr. Schawks wife, Marilyn Schawk; 367,253 shares
    held by The Clarence & Marilyn Schawk Family
    Foundation, with respect to which Mr. Schawk or his wife
    has voting and/or investment power; and 3,336,188 shares
    held in trusts for the benefit of children of Mr. Schawk
    with respect to which Mr. Schawks wife serves as
    trustee with voting and investment power. Does not include
    shares beneficially owned by Mr. Schawks children,
    David A. Schawk, Cathy Ann Schawk, Judith Lynn Gallo and Lisa
    Beth Stearns, or held in family trusts for the benefit of
    certain of his grandchildren for which neither Mr. Schawk
    or his spouse serve as trustee.(5)
    
    Includes 2,274,977 shares (including currently exercisable
    options to purchase 100,000 shares) held directly by
    Mrs. Schawks husband, Clarence Schawk, and through
    the Clarence W. Schawk 1998 Revocable Trust, with respect to
    which Mr. Schawk has sole voting power and investment
    power; 367,253 shares held by The Clarence &
    Marilyn Schawk Family Foundation, with respect to which
    Mrs. Schawk or her husband has voting and/or investment
    power; and 3,336,188 shares held in trusts for the benefit
    of children of Mrs. Schawk




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##### 



for which she serves as trustee. Does not include shares
    beneficially owned by Mrs. Schawks children, David A.
    Schawk, Cathy Ann Schawk, Judith Lynn Gallo and Lisa Beth
    Stearns, or held in family trusts for the benefit of certain of
    her grandchildren for which neither Mrs. Schawk nor her
    spouse serve as trustee.(6)
    
    Includes 3,184,990 shares held by various Schawk family
    trusts for the benefit of certain of Clarence W. Schawks
    grandchildren, for which Mr. Sarkisian serves as the
    trustee, or custodian, with voting and investment power over the
    shares.(7)
    
    Includes 58,800 shares held in the David and Teryl Schawk
    Family Foundation; 475 shares held as custodian;
    198,000 shares held in the Teryl Alyson Schawk 1998 Trust;
    and 804,837 shares held in the David A. Schawk 1998 Trust
    for which David Schawk serves as trustee with voting and
    investment power over these shares.(8)
    
    Ms. Schawk is the daughter of Clarence W. Schawk and sister
    of David A. Schawk.(9)
    
    Includes 51,236 shares owned indirectly through his spouse
    and 1,001 shares held in a retirement trust account.(10)
    
    Includes indirect ownership of 10,000 shares held in
    retirement trust accounts.(11)
    
    Based on information disclosed in a Schedule 13G filed by
    Rutabaga Capital Management with the Securities and Exchange
    Commission on February 9, 2009. The mailing address of
    Rutabaga Capital Management is 64 Broad Street, 3rd floor,
    Boston, MA 02109.  TRANSACTIONS
    WITH RELATED PERSONS
          INDEPENDENT
    PUBLIC ACCOUNTANTS




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##### 



Fees for
    Services Provided by Independent Public Accountants
    Audit Fees. Form 10-K Form 10-Q
  Audit-Related Fees.
  Tax Fees.
  All Other Fees.
  back-up
      The Companys
    Form 10-K
    for the year ended December 31, 2008 (excluding exhibits
    unless specifically incorporated by reference therein) and the
    Companys Audit Committee Charter, Code of Ethics and
    Corporate Governance Guidelines are available free of charge on
    the Companys website at or upon
    request to A. Alex Sarkisian, Esq., Corporate Secretary, at
    Schawk, Inc., 1695 South River Road, Des Plaines, Illinois
    60018,
    (847) 827-9494.