UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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SCHAWK, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SCHAWK, INC.
1695 River Road
Des Plaines, Illinois 60018

NOTICE OF 2008 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 2008

To the Stockholders of Schawk, Inc.:

Notice is hereby given that the 2008 Annual Meeting of Stockholders of Schawk, Inc. will be held at 10:00 a.m. local time, Wednesday, May 21, 2008, at Schawk Des Plaines, 1600 E. Sherwin Avenue, Des Plaines, Illinois, for the following purposes:

	1.		To elect the Board of Directors of Schawk, Inc.
	2.		To transact such other business as may properly come before the meeting or any adjournment of the meeting.

The close of business on March 31, 2008, has been fixed as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting and any adjournment of the meeting. The stock transfer books of Schawk, Inc. will not be closed.

SCHAWK, INC.
1695 River Road
Des Plaines, Illinois 60018
(847) 827-9494

PROXY STATEMENT

FOR THE 2008 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 2008

INTRODUCTION

     This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Schawk, Inc. (“Schawk” or the “Company”) for use at the 2008 Annual Meeting of Stockholders to be held at 10:00 a.m. local time, Wednesday, May 21, 2008, at Schawk Des Plaines, 1600 E. Sherwin, Des Plaines, Illinois, and at any adjournment thereof (the “Annual Meeting”). This Proxy Statement and the accompanying proxy are first being mailed on or about April 21, 2008 to stockholders of record at the close of business on March 31, 2008.

Purpose

     The purpose of the Annual Meeting is to elect the Board of Directors of the Company and to transact such other business as may properly come before the meeting or any adjournment of the meeting.

Proxies and Solicitation

     Any person signing and mailing the enclosed proxy may revoke the proxy at any time prior to its exercise by: (i) executing a subsequent proxy; (ii) notifying the Corporate Secretary of the Company of such revocation in a written notice received by him at Schawk, Inc., 1695 River Road, Des Plaines, Illinois 60018, prior to the Annual Meeting; or (iii) attending the Annual Meeting and voting in person.

     The cost of solicitation of proxies will be borne by the Company. In addition to the use of the mails, proxies may be solicited personally or by telephone or facsimile by directors of the Company and executive officers and regular employees of the Company. The Company does not currently expect to pay any compensation for the solicitation of proxies, but may reimburse brokers and other persons holding shares in their names, or in the names of nominees, for their expenses in sending proxy materials to principals and obtaining their proxies. Computershare Investor Services, the transfer agent and registrar of the Company’s Class A Common Stock, may aid in the solicitation of proxies and will be reimbursed for any expenses incurred as a result of any such activity.

     Shares of the Company represented by properly executed proxies will, unless such proxies have been previously revoked, be voted in accordance with the instructions indicated in the proxies. Unless otherwise instructed in the proxy, the agent named in the proxy intends to cast the proxy votes in the following manner: (i) FOR the election of the nominees for the Board of Directors of Schawk; and (ii) in the best judgment of the persons named in the proxy, as agent, upon any other matters that may properly come before the Annual Meeting.

Quorum Requirements and Voting

     The presence, in person or by proxy, of the holders of a majority of the Company’s Class A Common Stock outstanding on the record date is required for a quorum at the Annual Meeting. Abstentions will be treated as shares present and entitled to vote for purposes of determining whether a

quorum is present, but will not be voted for purposes of determining the approval of any matter submitted to the stockholders for a vote. If a proxy returned by a broker indicates that the broker does not have discretionary authority to vote some or all of the shares covered thereby for any matter submitted to the stockholders for a vote, such shares will be considered to be present for purposes of determining whether a quorum is present, but will not be considered to be present and entitled to vote at the Annual Meeting.

     As to all anticipated votes, each share of Class A Common Stock will have one vote as to each matter to be voted on at the Annual Meeting. Directors shall be elected by a plurality of the votes cast for the election of directors at the meeting. A proxy marked to withhold authority for the election of one or more directors will not be voted with respect to the director or directors indicated. Stockholders entitled to vote or to execute proxies are stockholders of record at the close of business on March 31, 2008. The Company had 27,130,958 shares of Class A Common Stock outstanding on such date. The stock transfer books of the Company will not be closed.

Interest of Certain Persons in Matters To Be Acted Upon

     No other person being nominated as a director is being proposed for election pursuant to any agreement or understanding between any such person and the Company.

PROPOSAL 1: ELECTION OF DIRECTORS

     At the Annual Meeting, stockholders will be asked to elect nine directors to the Company’s Board. The size of the Company’s Board of Directors has been fixed at nine members in accordance with the Company’s By-laws. On February 1, 2007, Christopher Lacovara resigned from the Board of Directors. On February 12, 2007, Michael G. O’Rourke was appointed as a director by the Board of Directors to fill the vacancy caused by Mr. Lacovara’s resignation. On November 6, 2007, Stanley N. Logan was appointed as a director by the Board of Directors.

     Each of the director nominees elected at the Annual Meeting will hold office for a term of one year, expiring at the 2009 Annual Meeting of Stockholders, and thereafter until a successor has been duly elected and qualified. Unless authority to vote is withheld, proxies received in response to this solicitation will be voted FOR the election of the nominees named hereafter, each of whom presently serves as a director of the Company. It is not contemplated that any of the nominees will be unable or will decline to serve; however, if such a situation arises, the shares represented by the proxies being solicited will be voted FOR the election of a nominee or nominees designated by the Board of Directors of the Company.

     Assuming a quorum is present, an affirmative vote of the holders of a plurality of the shares, present and voting at the meeting, is required for a nominee to be elected as a director. Therefore, abstentions and shares for which authority to vote is not given will have no effect on the election of directors.

     The following is a list of the nominees for election as directors of the Company, all of whom have been nominated by the Board in accordance with its nominating criteria and procedures described below, followed by a brief biographic statement concerning each nominee:

Nominees for Election as
Directors of the
Company

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

     Clarence W. Schawk has been Chairman of the Board of the Company since September 1992, when he was also appointed to the Executive Committee. He served as Chief Executive Officer of Filtertek Inc., the Company’s predecessor (“Filtertek”), from September 1992 until February 1993. Clarence W. Schawk also served as Chairman of the Board of the corporation previously known as Schawk, Inc. (“Old Schawk”) from 1953 until the merger (the “Merger”) of Old Schawk and affiliated companies into Filtertek in 1994 and served as Chief Executive Officer until June 1994. He is the father of David A. Schawk, President and Chief Executive Officer of the Company. Clarence W. Schawk previously served as President and a Director of the International Prepress Association. Mr. Schawk also served as a Director of Old Schawk until the Merger. Age: 82

     David A. Schawk was appointed Chief Executive Officer and President in February 1993. He served as Chief Operating Officer of the Company from September 1992 through February 2004. He was appointed to the Board of Directors in September 1992 and currently serves on its Executive Committee. David A. Schawk served as the President of Old Schawk from 1987 until the Merger. David A. Schawk serves on the Company’s Executive Committee. David A. Schawk is the son of Clarence W. Schawk. David A. Schawk currently serves as a Director of the International Prepress Association. Mr. Schawk also served as a Director of Old Schawk until the Merger. Age: 52

     A. Alex Sarkisian, Esq., was appointed Chief Operating Officer in March 2004 and was appointed Executive Vice President in 1994. Mr. Sarkisian has served on the Company’s Board of Directors and as Corporate Secretary since September 1992. Mr. Sarkisian was the Executive Vice President and Secretary of Old Schawk from 1988 and 1986, respectively, until the Merger. Mr. Sarkisian also served as a Director of Old Schawk until the Merger. He is a member of the Executive Committee. Age: 56

     Judith W. McCue, Esq., has been a partner with McDermott Will & Emery LLP since 1995. Prior thereto, Ms. McCue was a partner with Keck, Mahin & Cate where she practiced from 1972 to 1995. Ms. McCue was appointed Director of the Company in September 1992 and is a member of the Audit and Option/Compensation Committees. Age: 60

     John T. McEnroe, Esq., has been a shareholder with the law firm of Vedder Price P.C., counsel to the Company, since May 1992. Prior to this position, he was a partner with the law firm of Keck, Mahin & Cate where he practiced from 1976 to 1992. Mr. McEnroe was appointed a Director of the Company in September 1992 and is a member of the Executive and Option/Compensation Committees. Age: 56

     Hollis W. Rademacher was appointed a Director of the Company in 1994 and is a member of the Executive and Option/Compensation Committees and serves as Chairman of the Audit Committee. He held various positions with Continental Bank, N.A., Chicago, Illinois, from 1957 to 1993 and was Chief Financial Officer of Continental Bank Corporation, Chicago, Illinois, from 1988 to 1993. Mr.

Rademacher is currently self-employed in the fields of consulting and investments in Chicago, Illinois. Mr. Rademacher also serves as a director of Wintrust Financial Corporation (NasdaqGS: WTFC) and First Mercury Financial (NYSE: FMR), where he serves as Chairman of its audit committee, together with several other privately held companies. Age: 72

     Leonard S. Caronia was appointed a Director of the Company in October 2000. Mr. Caronia currently serves as a Chairman of Fox-Pitt Kelton Cochran Caronia Waller, an investment banking firm, and was a co founder and Managing Director of Cochran Caronia Waller prior to its merger with Fox-Pitt, Kelton in September 2007. Prior to forming his company in 1997, Mr. Caronia served as Managing Director of Coopers & Lybrand Securities, LLC. Prior to that, Mr. Caronia was employed at First Chicago Corporation from 1980 until 1993 and was Corporate Senior Vice President and Head of Investment Banking. He is also a member of the Option/Compensation Committee. Age: 56

     Michael G. O’Rourke was appointed a Director on February 12, 2007 and is a member of the Audit Committee. Mr. O’Rourke currently serves as President and Chief Executive Officer of Signature Bank located in Chicago, Illinois. He previously served as Executive Vice President and Manager of Commercial Lending and Commercial Real Estate at Associated Bank Chicago from 2001 until 2005, when he left to organize Signature Bank. Age: 39

     Stanley N. Logan was appointed a Director on November 6, 2007 and is a member of the Audit Committee. Mr. Logan currently serves as a vice president of Huron Consulting Group (NasdaqGS: HURON) and heads Huron’s western region. Prior to joining Huron, Mr. Logan was most recently managing partner of KPMG’s Chicago office. He also served as National Sector Leader for Consumer Products at KPMG. Before joining KPMG in 2002, Mr. Logan held a number of significant client and leadership roles at Arthur Andersen in Chicago. He has held audit and nonaudit lead partner roles with large corporations in the consumer, retail and industrial spaces throughout his career at both KPMG and Arthur Andersen. Age: 52

The Board of Directors recommends a vote FOR the election of the nominees
named in this proxy statement.

     The following is a brief biographical statement of James J. Patterson, the Chief Financial Officer of the Company:

     James J. Patterson was appointed Senior Vice President and Chief Financial Officer in December 1997. Prior to joining the Company, Mr. Patterson was Vice President — Strategic Purchasing of IMC Global Inc. from March 1996 to September 1997. Mr. Patterson was Vice President and Chief Financial Officer of The Vigoro Corporation from 1993 until it was acquired by IMC Global Inc. in 1996. From 1990 to 1992, Mr. Patterson was Vice President and Controller of Great American Management and Investment, Inc., a diversified holding company, and Vice President and Controller of Capsure Holdings, Inc., a holding company in the specialty insurance business. Mr. Patterson is a Certified Public Accountant. Age: 51

     Mr. Patterson has notified the Company of his intent to step down from his position with the Company effective June 1, 2008. The Company currently is conducting a search for his replacement.

     Officers are elected by the Board of Directors at the first meeting of the newly elected Board of Directors held after each Annual Meeting. Officers hold office for a term of one year and until a successor has been duly elected and qualified.

CORPORATE GOVERNANCE

Meetings of the Board of Directors

     The Board of Directors is responsible for the overall affairs of the Company. The Board of Directors held seven meetings in 2007. Each member of the Board of Directors attended at least 75% of the total number of meetings of the Board of Directors and of all committees of the Board of Directors on which such Director served. The Board of Directors has a policy requiring director attendance at the annual meeting of stockholders. All members of the Board of Directors attended the 2007 Annual Meeting.

     Executive Sessions. The Company holds meetings of non-employee directors in which such directors meet without management participation. Non-employee directors include all independent directors as well as any other directors who are not officers of the Company, whether or not “independent” by virtue of a material relationship with the Company or otherwise. John T. McEnroe presides over any meetings of non-employee directors.

     Interested parties may communicate directly with Mr. McEnroe, or with the non-employee directors as a group, by writing to them c/o Schawk, Inc., 1695 River Road, Des Plaines, Illinois 60018.

Director Independence

     The Board of Directors of the Company has determined that Judith W. McCue, Hollis W. Rademacher, Michael G. O’Rourke and Stanley N. Logan are “independent directors”. The Board of Directors has affirmatively determined that none of the current independent directors has a material relationship with the Company (either directly as a partner, stockholder or officer of an organization that has a relationship with the Company). In making such a determination the Board of Directors applied the standards set forth in Rule 303A.02(b) of the New York Stock Exchange Listed Company Manual and those set forth in the Company’s Corporate Governance Guidelines, a copy of which is available on the Company’s website at www.schawk.com. The remaining members of the Board of Directors are not considered independent.

     In reaching their independence determinations, the Board of Directors reviewed each independent director’s background for any possible affiliations with or any compensation received (other than compensation for service on the Company’s Board of Directors or committees thereof) from the Company. In connection with the appointment of Mr. O’Rourke to the Board in February 2007, although the Board determined that Mr. O’Rourke did not have a direct material affiliation with the Company, in making its independence determination, the Board considered the investments made by certain members of the Company’s executive management in Signature Bank, for which Mr. O’Rourke serves as chief executive officer. Following these reviews, the Board of Directors determined that all of the independent directors were “independent” for purposes of the New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines because, during the past three years, no independent director (or any member of an independent director’s immediate family) has:

	•		been employed by the Company or any subsidiary;
	•		accepted direct compensation from the Company or any subsidiary in excess of $100,000 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.

     The Board of Directors has determined that the Company is a “controlled company,” as defined by the NYSE listing standards, as more than 50% of the voting power of the Company’s Class A Common Stock is held by members of the Schawk family or in trusts for the benefit of Schawk family members. As a result, the Company is exempt from certain requirements of the listing standards, including the requirement to maintain a majority of independent directors on the Company’s Board of Directors and the requirements regarding the determination of compensation of executive officers and the nomination of directors by independent directors.

Committees

     The Board of Directors currently has an Executive Committee, an Audit Committee, and an Option/Compensation Committee, whose members are directors appointed by the Board of Directors. The Board of Directors has determined that because it is a controlled company, it is not necessary to have a standing Nominating Committee and the entire Board of Directors acts in this capacity.

     Executive Committee. The present members of the Executive Committee are: Clarence W. Schawk, David A. Schawk, A. Alex Sarkisian, John T. McEnroe and Hollis W. Rademacher. The Executive Committee is authorized to act on behalf of the Board of Directors in the management of the business and the affairs of the Company.

     Audit Committee. Hollis W. Rademacher, Stanley N. Logan, Judith W. McCue and Michael G. O’Rourke currently serve as members of the Audit Committee. On November 6, 2007, in connection with his appointment to the Board, Mr. Logan was appointed by the Board to the Audit Committee. The Audit Committee, which operates under a written charter, recommends the selection of the Company’s independent public accountants, reviews and approves their fee arrangements, examines their detailed findings and reviews areas of possible conflicts of interest and sensitive payments. The Board of Directors has adopted a written charter for the Audit Committee that outlines the responsibilities and processes of the Audit Committee, a copy of which is available on the Company’s website. The Board of Directors has determined that the members of the Audit Committee are “independent” directors as such term is defined in the NYSE’s listing standards, as currently in effect, and each member meets the SEC’s heightened independence requirements for audit committee members. The Board of Directors has determined that Mr. Rademacher and Mr. Logan each is an “audit committee financial expert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K under the Securities Act. The designation of an “audit committee financial expert” does not impose on Mr. Rademacher or Mr. Logan any duties, obligations or liability greater than those that are generally imposed on them as members of the Audit Committee and of the Board of Directors. The Audit Committee met in person or telephonically eight times in 2007.

     Option/Compensation Committee. The Option/Compensation Committee members are Judith W. McCue, Hollis W. Rademacher, John T. McEnroe and Leonard S. Caronia. The Compensation

Committee is responsible for reviewing and recommending the compensation of the Company’s officers, including the Chief Executive Officer, and reviewing and recommending director compensation. The Option/Compensation Committee evaluates the performance of key personnel and makes incentive awards in the form of stock options and other equity and cash-based long-term incentive awards under the Company’s incentive plan. The Compensation Committee also advises and assists management in formulating policies regarding compensation and submits its Compensation Discussion and Analysis included elsewhere in this proxy statement. The Compensation Committee currently does not operate under a written charter. The Option/Compensation Committee met three times in 2007.

Director Compensation

     From January 1 through March 31, 2007, all nonemployee directors of the Company (except for Mr. McEnroe) were entitled to receive a $500 fee for attendance at each regularly scheduled or special meeting of the Board of Directors or committee of the Board of Directors, except that Audit Committee members were entitled to receive a fee of $1,000 for attendance at each regularly scheduled or special Board or Audit Committee meeting. In April 2007, the Company adjusted its director compensation arrangements in an effort to align director compensation with compensation practices of the Company’s peers. Effective April 1, 2007, each member of the Board is entitled to receive an annual retainer of $20,000, a fee of $1,150 for attendance at each board meeting and a fee of $600 for attendance at each meeting of a committee of the Board on which such director serves. All directors are also reimbursed for ordinary and necessary expenses incurred in attending Board or committee meetings.

     The Company’s Outside Directors’ Plan, as amended, provides that each “outside director” (defined in the Outside Directors’ Plan as any director who is not a compensated employee of the Company) receive a nonqualified stock option to purchase shares of Company common stock upon his or her election, and any subsequent reelection, to the Board of Directors at an exercise price equal to the fair value of such shares on the date of election or reelection as a director. Beginning with the annual grant for 2008, the number of shares subject to options granted to each director upon reelection (or to any non-director nominee upon election) was reduced from 5,000 shares to 2,500 shares. Only the number of shares specified by the formula under the Outside Directors’ Plan is eligible for grant under the Outside Directors’ Plan. The options granted to the outside directors are exercisable for a term of 10 years from the date of grant and vest in one-third increments on the date of grant and on the first and second anniversaries of the date of grant.

     The following table sets forth information regarding the fees paid and options awarded to the Company’s directors (other than directors who are also named executive officers) for service as a director during 2007.

		Fees earned or				Option
		paid in cash				Awards(1)				Total
Name		($)				($)				($)
Clarence W. Schawk			—				—				—
Judith W. McCue			28,950				32,237				61,187
John T. McEnroe			—				32,237				32,237
Hollis W. Rademacher			27,950				32,237				60,187
Leonard S. Caronia			24,450				32,237				56,687
Michael G. O’Rourke			27,450				37,571				65,021
Stanley N. Logan(2)			6,750				13,277				20,027

The grant date fair value of these option awards was $229,955. The following table shows the aggregate number of option awards outstanding to the directors shown above as of December 31, 2007:

Name		Outstanding Option Awards
Clarence W. Schawk			186,111
Judith W. McCue			50,000
John T. McEnroe			45,000
Hollis W. Rademacher			50,000
Leonard S. Caronia			40,000
Michael G. O’Rourke			10,000
Stanley N. Logan(2)			5,000

Director Nomination Criteria and Procedures

     Criteria for Board Nomination. The Board considers the appropriate balance of experience, skills, and characteristics required of the Board of Directors and seeks to insure that members of the Company’s Audit Committee are independent and meet the financial literacy requirements under the rules of the New York Stock Exchange and the SEC’s heightened independence requirements. Nominees for director are selected on the basis of their depth and breadth of experience, wisdom, integrity, ability to make independent analytical inquiries, understanding of the Company’s business, and willingness to devote adequate time to Board duties. Because qualified incumbent directors generally can provide the benefits of continuity of leadership and seasoned judgment gained through experience as a director of the Company, the Board typically considers as potential candidates incumbent directors interested in standing for re-election, provided that the Board believes they have satisfied director performance and participation expectations.

     Board Nomination Process. The process for identifying and evaluating nominees to the Board of Directors is initiated by identifying a slate of candidates who meet the criteria for selection as a nominee and have the specific qualities or skills being sought based on input from members of the Board. The Board generally considers renomination of incumbent directors, provided they continue to meet the qualification criteria adopted by the Board of Directors. New director candidates are evaluated by reviewing the candidates’ biographical information and qualification and checking the candidates’ references. Qualified nominees are interviewed by at least the Chairman of the Board. The Board evaluates which of the prospective candidates is qualified to serve as a director and the Board should nominate, or elect to fill a vacancy, these final prospective candidates. Candidates selected by the Board as nominees are then presented for the approval of the stockholders or for election to fill a vacancy.

     Stockholder Recommendations. The Board uses a similar process to evaluate candidates recommended by stockholders. To date, however, the Company has not received any stockholder proposal to nominate a director.

     To recommend a prospective nominee for the Board’s consideration, please submit the candidate’s name and qualifications to the Board of Directors of Schawk, Inc., 1695 River Road, Des Plaines, Illinois 60018. Submissions must contain: (a) the proposed nominee’s name and qualifications (including five year employment history with employer names and a description of the employer’s business, whether such individual can read and understand basic financial statements, and board memberships (if any)) and the reason for such recommendation, (b) the name and the record address of the stockholder or stockholders proposing such nominee, (c) the number of shares of stock of the Company which are beneficially owned by such stockholder or stockholders, and (d) a description of any financial or other relationship between the stockholder or stockholders and such nominee or between the

nominee and the Company or any of its subsidiaries. The submission must be accompanied by a written consent of the individual to stand for election if nominated by the board and to serve if elected by the stockholders. Recommendations received by December 16, 2008, will be considered for nomination at the 2009 Annual Meeting of Stockholders. Recommendations received after December 16, 2008, will be considered for nomination at the 2010 Annual Meeting of Stockholders.

COMPENSATION DISCUSSION AND ANALYSIS

Objectives of Schawk’s Compensation Program

     Schawk’s compensation program seeks to enhance the profitability of the Company, and thus stockholder value, by aligning the financial interests of the Company’s senior executive officers with those of its stockholders. It is designed to reward superior performance by linking a significant portion of each senior executive officer’s compensation to the achievement of the Company’s financial and performance goals. In addition to these goals, the Company’s compensation program seeks to attract and retain highly qualified senior officers and other key employees.

Overview of the Compensation Program

     The Option/Compensation Committee (referred to in this discussion as the “Committee”) of the Board of Directors of the Company has the responsibility for establishing and monitoring the compensation and benefit programs of the Company and ensuring adherence with the Company’s compensation objectives. The Committee has the authority to review, determine and, at its discretion, adjust the annual compensation, including base salary and bonuses, for the senior executive officers of the Company, including the named executive officers: David A. Schawk, President and Chief Executive Officer; A. Alex Sarkisian, Executive Vice President and Chief Operating Officer; and James J. Patterson, Senior Vice President and Chief Financial Officer. The Committee also has the authority to make grants of long-term incentive awards to senior executive officers under the Company’s incentive plan. In performing its duties and determining compensation for the senior officers, including the named executive officers, the Committee considers the recommendations and input of the Company’s Chief Executive Officer, Chief Operating Officer and Vice President, Global Human Resources, with respect to the Company’s executive compensation program and arrangements.

     In 2005, Hewitt Associates, a third-party compensation consultant retained by the Committee, completed its assessment of the competitiveness of compensation for the Company’s senior officers. In performing its assessment, Hewitt reviewed the Company’s compensation arrangements, including base salary, cash bonuses and long-term incentives, and compared them to the compensation arrangements and amounts for senior executives at similarly sized, comparable companies (based on annual revenues) among various industries (referred in this discussion as the “Peer Group”). The companies that comprised the Peer Group are as follows:

Advanta Corporation
Ameron Intl. Corporation
Ash Grove Cement Company
Bank of Hawaii Corporation
Black Hills Corporation
Blue Shield of CA
The Bon-Ton Stores, Inc
Brady Corporation
Cleco Corporation
Cullen/Frost Bankers, Inc.
Edwards Lifesciences Corp.
ESCO Technologies, Inc.
Forest Oil Corporation
Hollister Incorporated
Intermatic Incorporated
Johnson Outdoors Inc.
LORD Corporation
Milacron Inc.
NDCHealth Corporation
Pioneer Natural Resources
Schenectady Intl., Inc.
Stericycle, Inc.
Sybron Dental Specialties
Timex Corporation

     The Committee was provided with historical total compensation data as well as information regarding each material component of total compensation for the senior executive officers of the companies in the Peer Group. This information, as well as internal Company data and information provided to the Committee by management, provides a means by which the Committee can compare pay

levels and practices and assists the Committee and executive management in developing the Company’s compensation programs and in forming management’s recommendations to the Committee.

     As part of a three-year plan that began in 2005 to bring the total compensation of its senior executives to more market-competitive levels, the Committee has sought to establish compensation levels of its senior officers, in the aggregate and for each principal component of compensation, at or slightly below the median compensation of senior executives of the comparable companies in the Peer Group. The Committee believes that these target levels allow the Company to remain competitive in recruiting and retaining talent while still providing an effective link between compensation and achievement of the Company’s financial and performance goals. For 2007, base salary, target annual cash bonus and long-term incentive (LTI) compensation for each of the senior executive officers placed them at or slightly below the median base salary, target cash bonus levels and LTI relative to base salaries, bonuses and LTI paid by the comparable Peer Group companies. In determining 2007 compensation, the Committee, as well as in the recommendations of management, took into account the age of the data gathered from the Peer Group and factored in an approximately 3% adjustment per year from the date of the Peer Group data to account for annual increases in compensation expected to occur among the Peer Group companies.

     In 2008, to update its comparable executive compensation data and information, the Company retained Towers Perrin, a third-party compensation consultant, to provide an update on the analysis of the competitiveness of the Company’s compensation arrangements. In preparing its analysis, Towers Perrin compared compensation arrangements, including base salary, target cash bonus and long-term incentives, of the Company’s named executive officers against these elements of compensation paid to similar officers of companies comprising a general industry reference group of approximately 200 private and public companies within various industries with revenues under $1 billion (this reference group is referred to in this discussion as the “Updated Peer Group”). In performing its analysis, Towers Perrin used compensation data from its own proprietary databases and surveys as well as published compensation surveys prepared by other firms. For 2008, consistent with prior years, the Committee sought to continue its practice of targeting total compensation and each material element of compensation near the median compensation of the Updated Peer Group companies.

Overview of the Principal Elements of the Company’s Senior Executive Compensation

     To meet its objectives, Schawk has designed a total compensation package for senior executive officers that includes:

	•		base salary
	•		annual cash bonus
	•		long-term incentives, comprised of three components:

	•		stock options
	•		restricted stock
	•		performance awards

     The Committee also considers income deferral, life insurance, and retirement and post-employment benefits as important facets of its compensation package.

     The Committee believes that each of these principal elements of total compensation contributes to one or more of the goals the Committee seeks to achieve through its compensation program:

	•		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

          In setting annual base salaries and in determining the basis for any base salary increases, the Committee reviews benchmark data and considers individual and Company performance and the recommendations submitted by the Chief Executive Officer and other members of management. For the named executive officers, base salaries reflect the Committee’s desire to establish salaries at or near the median of the base salary range for the relevant peer group comparable companies.

          The table below reflects base salaries and percentage increases in base salary for the Company’s named executive officers in 2007.

		Base Salary
Name		2006				2007				Percentage Increase
David A. Schawk		$	575,000			$	575,000				0.0	%
A. Alex Sarkisian			390,000				415,000				6.4
James J. Paterson			286,384				295,000				3.0

          The 2007 base salaries were at or slightly below the median base salaries of similar executives in the comparable companies comprising the Peer Group.

          Effective February 4, 2008, new base salaries were approved for Messrs. Schawk and Sarkisian of $595,000 and $440,000, respectively. The 2008 base salaries represent a 3.48% and 6.02% increase, respectively, over each officer’s 2007 base salary, which establishes their salaries near the median base salary of the Updated Peer Group, consistent with the Committee’s compensation objectives.

          Annual Bonus

          Schawk provides its senior executive officers with an incentive to maintain high performance and to achieve certain company financial goals through opportunities to earn annual cash bonuses. For the 2007 annual award opportunities, the committee chose achievement of targeted levels of consolidated operating income (“COI”) as the performance measure by which awards may be earned. The Committee determined that COI is a good indicator of enhanced shareholder value. Each senior executive officer’s

bonus opportunity amount is based on a percentage of his annual base salary. Depending on the level of achievement of the established COI target, each senior executive officer is eligible to earn a threshold, target or maximum level of bonus award. Upon achievement of a threshold level of COI of approximately $56.1 million, Mr. Schawk was eligible to receive a payout equal to 45% of his base salary, and upon achievement of the target or maximum level of COI of approximately $70.1 million and $84.2 million, respectively, Mr. Schawk was eligible to receive 75% and 100%, respectively, of his base salary. For Messrs. Sarkisian and Patterson, these threshold, target and maximum payout levels were 40%, 60% and 90%, respectively, of base salary. The higher level of bonus opportunity as a percentage of base salary for Mr. Schawk in comparison to Messrs. Sarkisian and Patterson reflects consistency with the allocations among the Peer Group companies and the Committee’s determination that a higher percentage of performance-based compensation relative to base salary should be attributed to Mr. Schawk.

     The committee has the discretion to adjust annual incentive amounts though no such adjustments were made with respect to 2007 compensation. In 2007 the Company achieved COI that was in excess of the threshold but below the targeted COI goal for 2007. As a result, the senior executive officers earned annual bonuses in 2007 at their threshold percentages. For 2008, the Committee approved the annual performance targets to be used for the 2008 annual bonus opportunity. As in 2007, the key performance measurement will be COI. The percentage of base salary of comprising the threshold, target and maximum award levels remained the same as for 2007.

     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. Each fiscal year, the committee considers the desirability of granting senior executive officers and other key employees of the Company equity-based and other long-term awards. The Committee considers the overall performance of the Company and individual performance in determining the amounts to be granted. In addition, the Committee typically receives and considers compensation recommendations from the Chief Executive Officer, who evaluates market data and reviews performance for all senior executive officers. The Committee believes its pattern of awards focuses the Company’s senior executive officers and other key employees on building profitability and stockholder value. The purpose of these awards is to reward such officers for their performance toward meeting the Company’s financial and business goals, to give officers a stake in the Company’s future, which is directly aligned with the creation of stockholder value, and to provide incentives for continued service with the Company.

     In 2005, the committee approved new long-term incentive compensation parameters for its senior executive officers. Based on Hewitt’s recommendation, the Company’s long-term compensation goals for each senior executive officer are fulfilled through awards, under the Company’s incentive plan, of stock options and restricted stock as well as cash-based performance awards that represent opportunities to earn cash payments. These components of the long-term incentive awards were selected as the most appropriate incentive mix to link compensation to increased profitability and increased stockholder value. The mix of these components can vary for each senior executive based on factors such as alignment with stockholders’ interests, retention objectives, internal performance measures and tax, accounting and dilution considerations. The mix of 2007 long-term incentives for Messrs. Schawk, Sarkisian and Patterson based on the economic value of each component is as follows:

Name		Award Type				Proportion
David A. Schawk		Cash Performance Awards					50.0	%
		Stock Options					12.5
		Restricted Stock					37.5
A. Alex Sarkisian		Cash Performance Awards					25
		Stock Options					50
		Restricted Stock					25
James J. Patterson		Cash Performance Awards					25
		Stock Options					50
		Restricted Stock					25

     For Mr. Schawk, who has significant share ownership, the allocation of long-term incentives is more heavily weighted towards cash-based performance awards than other senior executives. Messrs. Sarkisian and Patterson’s long-term mix is weighted more toward equity to encourage company ownership and retention objectives. These allocations remained the same in 2008.

     Beginning with LTI awards made in 2008, in an effort to improve the competitiveness of the Company’s executive compensation, the Committee determined to adjust upwards the aggregate value of the LTI awards as the Committee believes that the LTI component of the senior officers’ compensation is presently below market, particularly when viewed against the LTI practices of the Updated Peer Group companies.

     Stock Options. Awards of stock options, when granted, will generally vest in three equal annual installments beginning on the first anniversary of the grant date. The exercise price for each stock option grant is determined by the committee in its sole discretion and is specified in the applicable award agreement; provided, however, the exercise price on the date of grant shall be at least equal to 100% of the fair market value of the shares on the date of grant, which in past practice has been the closing price of the Company’s common stock on the date of grant as reported by the New York Stock Exchange.

     Detail concerning awards granted in 2007 can be found under “Executive Compensation—Plan-Based Award Grants in Last Fiscal Year.” These award amounts were established based upon the Hewitt study and subsequent recommendations by Hewitt of targeting the median compensation of the companies comprising the Peer Group. For 2008 Mr. Schawk received options to purchase 16,499 shares of common stock at an exercise price of $15.84 per share. Mr. Sarkisian received options to purchase 28,874 shares of common stock at an exercise price of $15.84 per share. These award amounts were established based upon targeting the median compensation of the companies comprising the Updated Peer Group.

     Restricted Stock. Restricted stock that may be awarded generally will cliff vest on the third anniversary of the grant date. Each award represents a grant of a fixed number of shares of common stock of the Company that are subject to forfeiture (i.e., vesting) restrictions. Upon vesting, the shares become unrestricted and nonforfeitable.

     Detail concerning awards of restricted stock granted in 2007 can be found under “Executive Compensation—Plan-Based Award Grants in Last Fiscal Year.” These award amounts were established based upon the Hewitt study and subsequent recommendations by Hewitt of targeting the median compensation of the companies comprising the Peer Group. For 2008, Mr. Schawk received an award of 21,895 shares of restricted stock and Mr. Sarkisian received an award of 6,386 shares of restricted stock.

     These award amounts were established based upon targeting the median compensation of the companies comprising the Updated Peer Group.

     Performance Awards. The long-term cash performance awards granted to senior executives represent an opportunity to receive cash at the end of a specified performance period that is contingent on the achievement of specified performance or other objectives during the performance period. Currently under the Company’s incentive plan, five performance periods, or cycles, have been established to date: July 1, 2005 to December 31, 2006, July 1, 2005 to December 31, 2007 and fiscal years 2006-2008, 2007-2009 and 2008-2010. The value of the performance awards for all cycles are measured by the Company’s cumulative earnings per share (“EPS”) and consolidated operating income (“COI”). Goals based on the Company’s EPS and COI were chosen as the best indicators of long-term performance that effectively enhance shareholder value. These awards were set as part of the Hewitt study and subsequent recommendations of Hewitt of targeting the median compensation of the Peer Group companies. A discussion of the performance periods with respect to which action was taken in 2007 and 2008 follows below.

     For the 2005 to 2007 performance period, which began July 1, 2005 and ended December 31, 2007, Mr. Schawk received an award that provided him with an opportunity to receive $600,000 at target level of achievement, and each of Messrs. Sarkisian and Patterson received an award providing an opportunity to receive $83,333 at target level of achievement. Because the Company’s actual performance was 82% of the target cumulative COI of approximately $192.39 million over the performance period and 70% of the target cumulative EPS of $3.98 per share over the performance period, the actual award earned was less than the target value of the performance awards granted. Mr. Schawk earned a cash payout under this award of $343,800, and Messrs. Sarkisian and Patterson each earned cash payouts of $47,750.

     In March 2007, the Committee approved the 2007 to 2009 three-year performance period, which began on January 1, 2007 and ends December 31, 2009. In order to receive 100% of the payout opportunity under the award, the Company must meet previously approved target levels for cumulative EPS of $4.48 per share and COI of approximately $221.69 million over the three-year performance period. Under this performance period, Mr. Schawk is entitled to receive $625,000 if the target level of performance is achieved. Both Messrs. Sarkisian and Patterson are entitled to receive $86,800 if the target level of performance is achieved.

     In March 2008, the Committee approved a new three-year performance period, which will run from January 1, 2008 through December 31, 2010. In order to receive 100% of the payout opportunity under the award, the Company must meet target levels for cumulative EPS over the three-year period of $4.17 per share and COI over the three-year period of approximately $211 million. Mr. Schawk is entitled to receive $588,000 if the target level of performance is achieved. Mr. Sarkisian is entitled to receive $128,000 if the target level of performance is achieved.

Other Compensation and Benefit Arrangements

     Retirement Plans

     The Company offers a tax qualified 401(k) retirement savings plan to which all U.S. based employees are eligible to participate, including senior executive officers, but excluding members of a collective bargaining unit. Employees may contribute up to 100% of annual salary subject to the limits prescribed by the Internal Revenue Service (IRS). The Company match for 2007 is 100% of the first 5% contributed by the employee. The match is discretionary and subject to change in subsequent years. There is a six-year graduated vesting schedule whereby the matching contributions are fully vested following six years of service. As members of the highly compensated group, to satisfy applicable tax-

qualified nondiscrimination tests, the senior executives are generally limited to a 7% deferral and a maximum match of $11,000.

     Income Deferral Plan

     To provide a comprehensive and competitive total rewards package, Schawk also offers a non-qualified retirement plan to highly compensated employees (as defined by the IRS). Because of certain 401(k) limits imposed by the Internal Revenue Code, the plan allows eligible participants to defer up to $25,000 annually on a tax-deferred basis irrespective of the 401(k) limitations. The plan was administered to meet the provisions of the American Jobs Creation Act of 2004 including Section 409A compliance.

     Life Insurance

     The Company maintains life insurance policies for Messrs. Schawk and Sarkisian. These policies are designed to encourage these executives to remain in the service of the Company. The policies provide each executive’s beneficiary with a cash payment in the event the executive terminates service as a result of his death. For each policy, the portion of the annual premium due under the policy that can be attributed to benefits payable to a beneficiary designated by the executive is treated as taxable compensation by the executive. As of December 31, 2007, under the policies, Mr. Schawk’s beneficiary would be entitled to an estimated death benefit of $2,411,630 and Mr. Sarkisian’s beneficiary would be entitled to receive an estimated death benefit of $609,735.

     Arrangements upon Termination of Service

     The Company provides a severance pay plan for all U.S. based full time employees, including senior executive officers, but excluding members of a collective bargaining unit. Under the terms of the Company’s incentive plan and the terms of the agreements underlying awards made to senior executive officers, outstanding stock options, restricted stock and performance awards may become exercisable, vested or payable in the event of death, disability, retirement and other terminations of service, as well as in the event of a change in control. In addition, Mr. Schawk and/or his beneficiaries are entitled to certain payments upon death, disability or in an event of a change in control under his employment agreement. Please refer to “Executive Compensation—Potential Payments and Benefits Upon Termination of Employment” and the related tables and footnotes for additional information concerning severance arrangements.

     The Company provides severance and retirement benefits to facilitate the Company’s ability to attract and retain executives as the Company competes for talent in a marketplace where such protections are commonly offered. The Committee believes that the provision of severance arrangements under its incentive plan with change-in-control compensation protection provisions encourages employees to remain focused on the Company’s business in the event of rumored or actual fundamental corporate changes.

     Accounting and Tax Considerations

     The Company believes it has structured its compensation program to comply with Internal Revenue Code Sections 162(m) and 409A as currently in effect.

     Compensation Committee Report

     The Option/Compensation Committee of the Board of Directors of the Company oversees the Company’s compensation program on behalf of the Board. In fulfilling its oversight responsibilities, the

Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement.

     In reliance on the review and discussions referred to above, the Option/Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s proxy statement in connection with the Company’s 2008 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission.

     This report is submitted by the members of the Company’s Option/Compensation Committee.

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 Proxy Statement 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

     The table below sets forth certain information for fiscal years 2006 and 2007 with respect to the annual cash and non-cash compensation earned by: (i) the President and Chief Executive Officer (the principal executive officer); (ii) the Senior Vice President and Chief Financial Officer (the principal financial officer); and (iii) the other executive officers of the Company who were the most highly compensated in 2006 (collectively, the “named executive officers”) for services rendered in all capacities to the Company.

     Summary Compensation Table

																										Change in
																										Pension
																										Value &
																										Nonqualified
																						Non-Equity				Deferred
														Stock				Option				Incentive Plan				Compensation				All Other
Name and						Salary				Bonus(1)				Awards(2)				Awards(3)				Compensation(4)				Earnings				Compensation(5)				Total
Principal Position		Year				($)				($)				($)				($)				($)				($)				($)				($)
David A. Schawk,			2007				575,000				258,750				65,987				96,929				343,800				—				17,376				1,357,842
President and CEO			2006				575,000				258,750				11,369				167,452				434,760				—				16,509				1,463,840
A. Alex Sarkisian, Executive Vice President and Chief			2007				415,000				166,000				18,170				108,791				47,750				—				14,118				769,829
Operating Officer			2006				390,000				156,000				9,507				121,537				60,383				—				13,505				750,932
James J. Patterson, Senior Vice President and Chief Financial			2007				295,000				118,000				18,170				108,791				47,750				—				11,250				598,961
Officer			2006				286,384				114,554				9,507				121,537				60,383				—				11,000				603,365

Plan-Based Award Grants in Last Fiscal Year

     The following table provides information regarding stock, option and cash-based awards made to each named executive officer in 2007.

All Other

All Other

Stock

Option

Awards:

Awards:

Exercise

Closing

Grant

Number of

Number of

or Base

Market

Date Fair

Estimated Future Payouts Under Non-

Shares of

Securities

Price of

Price on

Value of

Equity Incentive Plan Awards(1)

Stock or

Underlying

Option

Grant

Stock and

Grant

Threshold

Target

Maximum

Units(2)

Options

Awards

Date

Option

Name

Date

($)

($)

($)

(#)

(#)

($/Sh)

($/Sh)

Awards

David A. Schawk

3/23/2007

156,250

625,000

937,500

13,800

13,500

18.47

18.47

$

340,457

A. Alex Sarkisian

3/23/2007

21,700

86,800

130,200

3,800

22,600

18.47

18.47

213,438

James J. Patterson

3/23/2007

21,700

86,800

130,200

3,800

22,600

18.47

18.47

213,438

Outstanding Equity Awards at Fiscal Year End

     The following table summarizes for each named executive officer the number of shares of common stock subject to outstanding equity awards and the value of such awards that were unexercised or that have not vested at December 31, 2007.

Outstanding Equity Awards as of December 31, 2007

Option Awards																		Stock Awards
																						Market
		Number of				Number of												Number of				Value of
		Securities				Securities												Shares or				Shares or
		Underlying				Underlying												Units of				Units of
		Unexercised				Unexercised				Option								Stock that				Stock that
		Options				Options				Exercise				Option				have not				have not
		(#)				(#)				Price				Expiration				Vested				Vested
Name		Exercisable				Unexercisable(1)(2)				($)				Date				(#)(1)(3)(4)				($)
David A. Schawk			34,167				—				9.4375				2/23/2009
			30,719				—				7.6250				2/22/2010
			100,000				—				8.9000				2/27/2011
			120,000				—				9.6100				3/5/2012
			160,000				—				9.2200				2/27/2013
			170,000				—				14.2500				3/2/2014
			100,000				—				18.7250				4/7/2015
			4,066				8,134				17.4300				8/8/2016
			0				13,500				18.4700				3/23/2017
																			18,700				290,224
A. Alex Sarkisian			33,000				—				9.4375				2/23/2009
			13,072				—				7.6250				2/22/2010
			45,000				—				8.9000				2/27/2011
			60,000				—				9.6100				3/5/2012
			60,000				—				9.2200				2/27/2013
			70,000				—				14.2500				3/2/2014

Option Awards																		Stock Awards
																						Market
		Number of				Number of												Number of				Value of
		Securities				Securities												Shares or				Shares or
		Underlying				Underlying												Units of				Units of
		Unexercised				Unexercised				Option								Stock that				Stock that
		Options				Options				Exercise				Option				have not				have not
		(#)				(#)				Price				Expiration				Vested				Vested
Name		Exercisable				Unexercisable(1)(2)				($)				Date				(#)(1)(3)(4)				($)
			70,000				—				18.7250				4/7/2015
			6,800				13,600				17.4300				8/8/2016
			0				22,600				18.4700				3/23/2017
																			7,900				122,608
James J. Patterson			25,000				—			$	9.4375				2/23/2009
			25,000				—				7.6250				2/22/2010
			35,000				—				8.9000				2/27/2011
			50,000				—				9.6100				3/5/2012
			42,770				—				9.2200				2/27/2013
			70,000				—				14.2500				3/2/2014
			70,000				—				18.7250				4/7/2015
			6,800				13,600				17.4300				8/8/2016
			0				22,600				18.4700				3/23/2017
																			7,900				122,608

2007 Option Exercises and Stock Vested

          The following table shows the number of stock option awards exercised by each named executive officer in 2007 and the value realized on exercise.

		Option Awards								Stock Awards
		Number of								Number of Shares
		Shares Acquired				Value Realized on				Acquired on				Value Realized on
		on Exercise				Exercise(1)				Vesting				Vesting
Name		(#)				($)				(#)				($)
David A. Schawk			130,000				1,281,077				—				—
James J. Patterson			15,000				66,750				—				—
A. Alex Sarkisian			20,000				47,915				—				—

2007 Non-Qualified Deferred Compensation

     The following table summarizes information about non-qualified deferred compensation contributions and distributions made during 2007 with respect to the Company’s named executive officers:

		Executive				Registrant				Aggregate								Aggregate
		Contributions				Contributions				Earnings in				Aggregate				Balance at Last
		in Last Fiscal				in Last Fiscal				Last Fiscal				Withdrawals /				Fiscal Year-
		Year(1)				Year				Year				Distributions				End
Name		($)				($)				($)				($)				($)
James J. Patterson		$	25,000			$	0			$	8,593			$	0			$	99,955

Employment Agreements

     None of the Company’s named executive officer’s employment is subject to a written employment agreement, except David A. Schawk. The Company is party to amended and restated employment agreement, effective as of October 1, 1994, with David A. Schawk, which provides for an initial employment term of 10 years (through December 31, 2004), with one-year extensions thereafter unless terminated by either the Company or the executive. The employment agreements provides for an annual salary, cash bonus and an annual grant of stock options. The terms governing the annual salary, bonus and equity compensation amounts in the employment agreement for Mr. Schawk have been superseded by the new compensation parameters adopted in 2005 as further described under “Compensation Discussion and Analysis.”

     Clarence W. Schawk and the Company also are party to an employment agreement with terms similar to the agreement with David A. Schawk. For 2007, Clarence W. Schawk elected to receive a base salary of $50,000 for the calendar year 2007, although his employment agreement permits a higher annual base salary amount. Additionally, for 2007, Clarence Schawk waived receipt of the cash and stock option bonus amounts to which he was entitled under the terms of his agreement. The Company has a deferred compensation agreement with Clarence Schawk dated June 1, 1983, which was ratified in his restated employment agreement. No amounts currently are being deferred. The Company had deferred compensation liability equal to $815,000 at December 31, 2007 and December 31, 2006.

     The agreements permit termination by the Company “for cause,” as defined in the agreements, at any time prior to a change in control. Under the terms of the employment agreements, if the Company chooses to terminate either executive without cause (as defined in the agreements) prior to a change in control (as defined in the agreements), he will be entitled to receive severance in the amount of his base salary provided for in the agreement for four years following termination. Following a change in control, each agreement provides that the Company shall have no further right to terminate either executive’s employment without cause.

     Each agreement also contains certain noncompetition and nonsolicitation provisions that prohibit the executive from soliciting or rendering services to clients of the Company or rendering services to certain competitors of the Company for a two-year period after termination without the consent of the Company.

Compensation Committee Interlocks and Insider Participation

     Decisions regarding the cash compensation paid to the Company’s named executive officers, David A. Schawk, Mr. Sarkisian and Mr. Patterson, were made by the Option/Compensation Committee of the Board of Directors for fiscal year 2007. Awards under the stock incentive plan are administered by the Option/Compensation Committee, which is comprised of Judith W. McCue, John T. McEnroe, Hollis W. Rademacher and Leonard S. Caronia. Christopher Lacovara also was a member of the Option/Compensation Committee until his resignation in February 2007. Mr. McEnroe does not receive cash compensation for services provided as a director of the Company. Messrs. David A. Schawk and Sarkisian participated in the deliberations of the Option/Compensation Committee with regard to the compensation of executive officers other than themselves.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires Directors, certain officers and certain other owners to periodically file notices of changes in beneficial ownership of the Company’s Class A Common Stock with the Securities and Exchange Commission. To the best of the Company’s knowledge, during 2007 all required filings were timely submitted, except for a Form 4 filed late on behalf of the Clarence W. Schawk 2006 GRAT.

Deductibility of Executive Compensation

     The Internal Revenue Code limits the allowable tax deduction that may be taken by the Company for compensation paid to the Chief Executive Officer and the other highest paid executive officers required to be named in the “Summary Compensation Table.” The limit is $1 million per executive per year, although compensation payable solely based on attaining performance goals is excluded from the limitation. The Company believes that all 2007 compensation of executive officers is fully tax deductible by the Company.

Potential Payments upon Termination or Change in Control

     The Company has an employment agreement with Mr. David A. Schawk and maintains a severance plan and an incentive plan covering named executive officers that will require the Company to provide incremental compensation in the event of involuntary termination of employment, retirement or a change in control of the Company.

      Overview

     Employment Agreements. The Company is party to an amended and restated employment agreement with David A. Schawk. See “Executive Compensation—Employment Agreements” for a description of the material terms of the employment agreement. Under his employment agreement, Mr. Schawk and/or his beneficiaries are entitled to certain payments upon death, disability or in an event of a change in control as further described below. No other named executive officers have written employment contracts with the Company that contain provisions regarding potential payments upon termination or a change in control of the Company.

     Severance Pay Plan. The Company provides a Severance Pay Plan for all U.S.-based full-time employees, including senior executive officers but excluding members of a collective bargaining unit. The plan allows for three days of severance per year of service up to a maximum of eight weeks severance. Under one year of service equates to five days of severance.

     Equity and Cash-based Awards. Under the terms of the Company’s incentive plan and the terms of the agreements underlying awards made to senior executive officers, outstanding stock options,

restricted stock and performance awards may become exercisable, vested or payable in the event of death, disability, retirement and other terminations of service, as well as in the event of a change in control. These provisions are summarized below.

     Stock Options. If a senior executive officer terminates employment with the Company for any reason other than “for cause” (as defined in the incentive plan), he forfeits any options that are not yet vested. If employment is terminated for cause, he forfeits all outstanding options. In the event of death during employment, a senior executive’s estate can exercise outstanding options to the extent exercisable within three months after his death. In the event of a change in control of the Company, all outstanding options become immediately fully vested and exercisable.

     Restricted Stock. If a senior executive’s employment with the Company terminates for any reason, other than for death, disability, or retirement, or in connection with a change in control of the Company, before the third anniversary of the date of grant, shares of restricted stock granted will be forfeited and transferred to the Company.

     If a senior executive’s employment with the Company terminates because of death, disability or retirement, shares of restricted stock will become 100% vested and unrestricted, provided that the executive has continued in the employment of the Company through the occurrence of such event.

     In the event of a change in control, 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.

      Cash-based Performance Awards.

     Disability. If a senior executive’s employment terminates as a result of disability during a performance period, he will receive the amount he would have been eligible to receive had he remained employed through the end of the applicable performance period based on the actual performance results of the Company during the performance period but as prorated through the date employment terminated (a “Pro Rata Award”).

     Retirement. If a senior executive officer retires during a performance period after turning 55 and completing ten complete years of service, he will receive a Pro Rata Award. If a senior executive officer retires during a performance period after turning 60 and completing twenty complete years of service, he will receive a Pro Rata Award plus an additional amount equal to 50% of the amount of the award he would have been eligible to receive had he remained employed through the end of the performance period based on the actual performance results of the Company during the performance period, but as prorated from the date of retirement through the last day of the performance period. If a senior executive retires after turning 65 and completing twenty-five complete years of service, he will receive the entire amount of the award he would have been eligible to receive had he remained employed through the end of the performance period based on the actual performance results of the Company during the performance period.

     Death. If a senior executive officer’s employment terminates as a result of death during a performance period, his estate or beneficiaries will receive a prorated award at the target level of achievement.

     Change in Control. In the event of a change in control, 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.

     Other Terminations. Termination of employment for any reason other than death, disability, retirement, or on or after a change in control of the Company during the performance period or prior to payout of an incentive award will result in forfeiture of the award with no payment to the executive, subject to the discretion of the Option/Compensation Committee.

     The following discussion takes each termination of employment situation—voluntary resignation or retirement, death or disability, termination for cause, termination without cause and a change in control of the Company—and describes the additional amounts, if any, that the Company would pay or provide to each named executive officer or his beneficiaries as a result. The discussion below and the amounts shown reflect certain assumptions made in accordance with SEC rules. These assumptions are that the termination of employment or change in control occurred on December 31, 2007 and that the value of a share of the Company’s common stock on that day was $15.52, the closing price on the New York Stock Exchange on December 31, 2007, the last trading day of 2007.

     In addition, in keeping with SEC rules, the following discussion and amounts do not include payments and benefits that are not enhanced by the termination of employment or change in control. These payments and benefits include:

	•		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 and restricted stock that have vested and become exercisable or non-forfeitable, as applicable, prior to the employment termination or change in control.

     The payments and benefits described above are referred to in the following discussion as the executive officer’s “vested benefits.”

      Voluntary Resignation and Retirement

     The Company is not obligated to pay amounts over and above vested benefits in the event of employment termination due to voluntary resignation, unless the executive’s age and years of service qualify for special provisions applicable for retirement.

     None of the Company’s named executive officers qualified under any special retirement provisions of any outstanding long-term incentive awards as of December 31, 2007 except Mr. Sarkisian. If Mr. Sarkisian had retired as of December 31, 2007, under the terms of his performance award and restricted stock award agreements, he would be entitled to the following amounts:

		Performance Award Periods												Restricted Stock
		2005-				2006-				2007-				Number of								Total
Name		2007(1)				2008(2)				2009(2)				Shares(3)				Value				Value
A. Alex Sarkisian		$	47,750			$	57,866			$	28,933				7,900			$	122,608			$	257,157

      Death or Disability

     Under the terms of Mr. Schawk’s employment agreement, in the event of Mr. Schawk’s death, the Company is obligated to pay to his beneficiaries an amount equal to his annual salary each year for a period of ten years measured from the date of death. As of December 31, 2007, based on Mr. Schawk’s 2007 base salary, this amount would be $575,000 per year.

     In the event Mr. Schawk becomes totally and permanently disabled, the Company may determine the amount of disability income to pay Mr. Schawk and the duration of the payments, provided that the amount and duration of the disability payments is not less than 50% of his monthly base salary prior to becoming disabled per month for the remainder of his life. Based on Mr. Schawk’s 2007 base salary, this amount would be a minimum of approximately $23,958 per month.

     In the event Mr. Schawk is unable to perform his duties under the employment agreement due to an extended illness or disability (other than a total and permanent disability) that continues uninterrupted for more than 24 months, the Company may terminate Mr. Schawk. In such an event, the Company has agreed to pay Mr. Schawk an amount not less than his last monthly base salary prior to termination for a period of 24 months. Based on Mr. Schawk’s 2007 base salary, this amount would be approximately $47,917 per month.

     The Company provides its employees, including its named executive officers, with group life, accidental death and dismemberment, and disability insurance coverage. In addition, the Company maintains life insurance policies for Messrs. Schawk and Sarkisian. The policies provide each executive’s beneficiary with a cash payment in the event the executive terminates service as a result of his death. As of December 31, 2007, under the policies, Mr. Schawk’s beneficiary would be entitled to an estimated death benefit of $2,411,130 and Mr. Sarkisian’s beneficiary would be entitled to receive an estimated death benefit of $609,735.

     Under the award agreements underlying long-term incentive awards made under the Company’s incentive plan, in the event a named executive officer dies, his vested stock options would remain exercisable for three months following his death but not beyond the original term of the option. In addition, in the event of death or disability of a named executive officer, his unvested restricted stock awards will vest at that time provided that he has continued in the employment of the Company through the date of death or disability. The following table reflects the value of those awards for each of the named executive officers assuming death or disability as of December 31, 2007.

		Unvested Restricted Stock Awards
		Total
		Number				Value
Name		of Shares				($)
David A. Schawk			18,700				290,224
A. Alex Sarkisian			7,900				122,608
James J. Patterson			7,900				122,608

     In the event of the death or disability of a named executive officer during a performance period, he will be entitled to a pro rata portion of each outstanding performance award. See “Compensation Discussion and Analysis—Arrangements Upon Termination of Service—Cash-based Performance Awards” for a description of the treatment of outstanding performance awards upon death or disability. The following table reflects the value of those awards for each named executive officer assuming death or disability as of December 31, 2007.

		Performance Award Periods(1)
Name		2005-2007(2)				2006-2008				2007-2009				Total Value
David A. Schawk			343,800				416,666				208,333				968,799
A. Alex Sarkisian			47,750				57,866				28,933				134,549
James J. Patterson			47,750				57,866				28,933				134,549

      Termination for Cause

     The Company is not obligated to pay amounts over and above vested benefits if a named executive officer’s employment terminates because of a termination for cause. A named executive officer’s right to exercise vested options expires upon termination for cause. Generally, under the terms of award agreements underlying currently outstanding options, “cause” means, as determined by the Option/Compensation Committee, commission of a felony; dishonesty, misrepresentation or serious misconduct in the performance of the executive’s responsibilities to the Company; unauthorized use of Company trade secrets or confidential information; or aiding a competitor of the Company.

      Termination Without Cause

     The Company provides a severance plan for all U.S.-based full time employees, including senior executive officers, but excluding members of a collective bargaining unit. The plan allows for severance equal to three days pay per year of service to a maximum of eight weeks severance, unless further extended at the Company’s discretion. If Mr. Sarkisian or Mr. Patterson were terminated without cause as of December 31, 2007, the amounts payable by the Company would be $38,308 and $27,231, respectively. Mr. Schawk would not receive any amounts under the severance plan upon termination without cause as the amount he would be eligible to receive under his employment agreement exceeds his potential severance plan payment amount.

     The employment agreement with Mr. Schawk obligates the Company to pay severance benefits if his employment is terminated by the Company without cause prior to a change in control. The Company’s primary obligation under these circumstances would be to provide compensation for a 48-month continuation period based on Mr. Schawk’s base salary. Using Mr. Schawk’s 2007 base salary, Mr. Schawk would be entitled to 48 monthly payments of approximately $47,917 each.

     No additional or accelerated vesting of outstanding stock options or restricted stock awards would occur in the event of a termination without cause for any of the named executive officers, nor would any payouts occur under performance awards for which the applicable performance period had not yet completed.

      Change in Control

     Following a change in control, Mr. Schawk’s agreement provides that the Company shall have no further right to terminate his employment without cause. For purposes of Mr. Schawk’s employment agreement, a change in control generally would occur if any person or group (other than a Schawk family member) directly or indirectly acquired ownership of a majority of the voting power of Company’s common stock, or if a majority of the Company’s board of directors ceases to consist of members recommended or approved by the board of directors.

     With respect to all named executive officers, in the event of a change in control of the Company (as described below):

	•		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.

     The table below summarizes the additional payments the Company would be obligated to make pursuant to outstanding awards made under the Company’s incentive plan if a change in control occurred as of December 31, 2007.

		Performance Awards												Equity Awards
		2005-
Name		2007(1)				2006-2008				2007-2009				Options								Restricted Stock								Total Value
														Number(2)				Value(3)				Number(4)				Value(5)
David A. Schawk		$	343,800			$	625,000			$	312,500				21,634			$	55,360				5,844			$	90,699			$	1,427,359
A. Alex Sarkisian			47,750				86,800				43,400				36,200				92,646				2,891				44,868				315,464
James J. Patterson			47,750				86,800				43,400				36,200				92,646				2,891				44,868				315,464

     For purposes of outstanding awards made under the Company’s incentive plan, a change in control would occur upon any of the following events:

	•		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.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information regarding the shares beneficially owned as of March 31, 2008 (i) by each person who is known by the Company to own beneficially more than 5% of the outstanding shares of the Company’s common stock; (ii) by each of the Company’s directors; (iii) by each of the Company’s named executive officers; and (iv) by all directors and executive officers as a group. All information with respect to beneficial ownership has been furnished or made available to us by the respective stockholders.

		Outstanding
		Shares				Currently								Percentage
		Beneficially				Exercisable								of Class
Name		Owned(1)***				Options(2)				Total				Outstanding
Directors and Named Executive Officers
Clarence W. Schawk**			7,414,710	(4)			150,000				7,564,710				27.7	%
Marilyn G. Schawk(3)			7,414,710				—				7,564,710	(5)			27.7
A. Alex Sarkisian**			3,195,870	(6)			365,405				3,561,275				13.0
David A. Schawk(3)**			1,345,581	(7)			723,452				2,069,033				7.4
Cathy Ann Schawk(3)			1,920,466	(8)			—				1,920,466				7.1
James J. Patterson			39,533				339,333				378,866				1.4
John T. McEnroe			52,237	(9)			38,300				90,537				*
Judith W. McCue			20,454	(10)			48,300				68,754				*
Hollis W. Rademacher			11,000				48,300				59,300				*
Leonard S. Caronia			4,000				38,300				42,300				*
Michael G. O’Rourke			1,000				6,633				7,633				*
Stanley N. Logan			—				1,650				1,650				*
Other 5% or Greater Stockholders
Myron M. Kaplan			1,409,000	(11)			—				1,409,000				5.2
JPMorgan Chase & Co.			1,505,185	(12)			—				1,505,185				5.5
Executive officers and directors as a group (10 persons)			12,084,385				1,759,673				13,844,058				47.9

TRANSACTIONS WITH RELATED PERSONS

     Because of the heightened risk of conflicts of interest and the potential, whether real or perceived, for improper valuation, the Company has a policy that the Audit Committee of the Board of Directors approve or disapprove in advance material transactions between the Company and related persons or parties. Related persons or parties include senior officers, directors, director nominees, significant stockholders of the Company, immediate family members of these persons and entities in which one of these persons has a direct or indirect material interest. Material transactions requiring pre-approval by the Audit Committee are those transactions that would be required to be disclosed in the Company’s annual report or proxy statement for the Company’s annual stockholder meetings in accordance with Securities and Exchange Commission rules, though other transactions and conflicts of interest apart from those that require disclosure may, in the best interests of the Company, be determined to require review and approval by the Audit Committee.

     The Company’s facility at 1600 East Sherwin Avenue, Des Plaines, Illinois is leased from Graphics IV, Ltd., an Illinois limited partnership, whose partners are the children of Clarence W. Schawk. The amount paid in 2007 under the current lease was approximately $704,000.

     During 2007, the Company retained the law firm of Vedder Price P.C., to perform various legal services. John T. McEnroe, one of the Company’s Directors, is a shareholder of that firm. During 2007, McDermott Will & Emery LLP, a law firm in which Ms. McCue, one of the Company’s Directors, is a partner, provided estate planning legal services for certain members of the Schawk family.

     The Company is party to an amended and restated registration rights agreement, dated January 31, 2005, with certain Schawk family members and related trusts (collectively, “Schawk Family Holders”). The agreement grants demand registration rights for the shares held by the Schawk Family Holders.

INDEPENDENT PUBLIC ACCOUNTANTS

     The Company’s independent registered public accountant for the fiscal year ended December 31, 2007 was Ernst & Young, LLP. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will be available to respond to any appropriate questions raised at the meeting and to make a statement if such representatives so wish. The Audit Committee has not yet selected a firm to serve as the Company’s independent public accountant for the fiscal year ending December 31, 2008, but will do so later this year as the meeting at which such selection takes place has not yet occurred.

Fees for Services Provided by Independent Auditors

     Fees for all services provided by Ernst & Young LLP for the fiscal years ended December 31, 2007 and 2006 are as follows:

     Audit Fees. Audit fees for 2007 and 2006 related to the annual financial statement audit and report on management’s assessment of the Company’s internal controls, reviews of quarterly financial statements contained in the Company’s quarterly reports on Form 10-Q and statutory audits totaled approximately $3,295,000 and $2,820,000, respectively.

     Audit-Related Fees. There were no fees for audit-related services in 2007 or 2006. Tax Fees. There were no fees for tax services in 2007 or 2006.

     All Other Fees. There were no fees for other services for 2007 and 2006.

     The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. For each proposed service, the independent auditors must provide detailed back-up documentation at the time of approval. The Audit Committee may delegate pre-approval authority to one or more of its members. Such member must report any decisions to the Audit Committee at the next scheduled meeting. The Audit Committee may not delegate to management its responsibilities to pre-approve services performed by the independent auditors.

     All of the services provided by the independent auditors described above were pre-approved by the Audit Committee.

AUDIT COMMITTEE REPORT

     The Audit Committee of the Company’s Board of Directors is composed of at least three independent Directors in accordance with NYSE and SEC rules as currently in effect and operates under a written charter adopted by the Board of Directors and the Audit Committee, a copy of which is available on the Company’s website. The Board appoints the members of the Audit Committee, which may consist of no fewer than three Directors. The Audit Committee assists the Board, through review and recommendation, in its oversight responsibility related to the quality and integrity of the Company’s financial information and reporting functions, the adequacy and effectiveness of the Company’s system of internal accounting and financial controls, and oversees the independent audit process.

     The responsibility for the quality and integrity of the Company’s financial statements and the completeness and accuracy of its internal controls and financial reporting process rests with the Company’s management. The Company’s independent public accountants, Ernst & Young LLP (“Ernst & Young”), are responsible for performing an audit and expressing an opinion as to whether the Company’s financial statements are fairly presented, in all material respects, in conformity with generally accepted accounting principles.

     The Audit Committee reviewed and discussed with management and Ernst & Young the audited financial statements of the Company for the year ended December 31, 2007. The Audit Committee also reviewed and discussed with Ernst & Young the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (“Communication with Audit Committees”), as currently in effect.

     Ernst & Young also provided to the Audit Committee the written disclosures and the letter required by Independence Standards Board Standard No. 1 (“Independence Discussions with Audit Committees”), as currently in effect. The disclosures described the relationships and fee arrangements between the firm and the Company. Consistent with Independence Standards Board Standard No. 1 and the SEC’s “Revision of the Commission’s Auditor Independence Requirements,” which became effective February 5, 2001, the Audit Committee considered whether the provision of non-audit services by Ernst & Young to the Company for the fiscal year ended December 31, 2007 is compatible with maintaining Ernst & Young’s independence, and has discussed with representatives of Ernst & Young the firm’s independence from the Company.

     Based on the above-mentioned reviews and discussions with management and Ernst & Young, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above, and as described in its charter, the Audit Committee, exercising its business judgment, recommended to the Board of Directors that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2007, for filing with the SEC.

     This report is submitted on behalf of the members of the Audit Committee:

Hollis W. Rademacher (Chairman)
Judith W. McCue
Michael G. O’Rourke
Stanley N. Logan

     The foregoing Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or 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.

OTHER MATTERS

     The Board of Directors knows of no matters other than those described above that may come before the Annual Meeting. As to other matters, if any, that properly may come before the Annual Meeting, the Board of Directors intends that proxies in the accompanying form will be voted in respect thereof in accordance with the judgment of the person voting the proxies.

Stockholder Access to Directors

     Generally, stockholders who have questions or concerns regarding the Company should contact the Investor Relations department at (847) 827-9494. Any stockholders, however, who wish to address questions regarding the business or affairs of the Company directly with the Board of Directors, or any individual director, should direct his or her questions in writing to any director or to all directors c/o Schawk, Inc., 1695 River Road, Des Plaines, Illinois 60018.

Stockholders Sharing the Same Address

     The SEC’s proxy rules permit companies and intermediaries to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement to those stockholders. This method of delivery, often referred to as “householding,” should reduce the amount of duplicate information that stockholders receive and lower printing and mailing costs for companies. If a broker, bank or other nominee holds your shares, this may mean that only one proxy statement (and accompanying annual report) will be delivered to multiple stockholders sharing your address unless you notify ADP at (888) 603-5847 or Householding Department, 51 Mercedes Way, Edgewood, NY 11717, to inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number. You also can contact the Company by calling (847) 827-9494 or by writing to Schawk, Inc., 1695 River Road, Des Plaines, Illinois 60018, Attention: Corporate Secretary, to request a separate copy of the proxy statement for the Annual Meeting and for future meetings, or you can contact your broker to make the same request.

STOCKHOLDER PROPOSALS FOR 2009 ANNUAL MEETING

     Stockholder proposals for inclusion in the Company’s Proxy Statement for the 2009 Annual Meeting of Stockholders must be received by the Company not later than December 31, 2008. The person submitting the proposal must have been a record or beneficial owner of shares of Class A Common Stock for at least one year, and the securities so held must have a market value of at least $2,000.

     Additionally, if a proponent of a stockholder proposal at the 2009 Annual Meeting of Stockholders fails to provide notice of the intent to make such proposal by personal delivery or mail to the Company on or before March 15, 2009 (or by an earlier or later date, if such date is established by amendment to the Company’s By-laws), then any proxy solicited by management may confer discretionary authority to vote on such proposal.

		By Order of the Board of Directors,
Des Plaines, Illinois		A. Alex Sarkisian, Esq.
April 28, 2008		Executive Vice President
		and Chief Operating Officer

     The Company’s Form 10-K for the year ended December 31, 2007 (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 www.schawk.com or upon request to A. Alex Sarkisian, Esq., Corporate Secretary, at Schawk, Inc., 1695 River Road, Des Plaines, Illinois 60018, (847) 827-9494.

     

    Annual Meeting Proxy Card

     

6 PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6

     

A

Election of Directors — The Board of Directors recommends a vote FOR all the nominees listed.

1.

Nominees:

For

Withhold

For

Withhold

For

Withhold

+

01 – Clarence W. Schawk

o

o

02 – David A. Schawk

o

o

03 – A. Alex Sarkisian, Esq.

o

o

04 – Leonard S. Caronia

o

o

05 – Judith W. McCue, Esq.

o

o

06 – Hollis W. Rademacher

o

o

07 – John T. McEnroe, Esq.

o

o

08 – Michael G. O’Rourke

o

o

09 – Stanley N. Logan

o

o

2. In his discretion, the Proxy is authorized to vote upon such other business as may properly come before the meeting.

B

Non — Voting Items

Change of Address — Please print new address below.

C

Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name appears hereon, joint owners should each sign. When signing as Attorney, Executor, Administrator, or Guardian, please give full title as such. If signer is a corporation, please sign with the full corporation name by duly authorized officer or director.

Date (mm/dd/yyyy) — Please print date below.		Signature 1 — Please keep signature within the box.		Signature 2 — Please keep signature within the box.
/       /

		+

6 PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6

     

    Annual Meeting Proxy Card

     

6 PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6

     

A

Election of Directors — The Board of Directors recommends a vote FOR all the nominees listed.

1.

Nominees:

For

Withhold

For

Withhold

For

Withhold

+

01 – Clarence W. Schawk

o

o

02 – David A. Schawk

o

o

03 – A. Alex Sarkisian, Esq.

o

o

04 – Leonard S. Caronia

o

o

05 – Judith W. McCue, Esq.

o

o

06 – Hollis W. Rademacher

o

o

07 – John T. McEnroe, Esq.

o

o

08 – Michael G. O’Rourke

o

o

09 – Stanley N. Logan

o

o

2. In his discretion, the Proxy is authorized to vote upon such other business as may properly come before the meeting.

B

Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name appears hereon, joint owners should each sign. When signing as Attorney, Executor, Administrator, or Guardian, please give full title as such. If signer is a corporation, please sign with the full corporation name by duly authorized officer or director.

Date (mm/dd/yyyy) — Please print date below.		Signature 1 — Please keep signature within the box.		Signature 2 — Please keep signature within the box.
/       /

	1 U P X       0 1 7 8 1 3 2	+

<STOCK>	00W2UC

6 PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6