UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

CENVEO, INC.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Invitation to Special Meeting Of Stockholders

Dear Fellow Stockholder:

      We cordially invite you to attend a special meeting of stockholders of Cenveo, Inc., which is scheduled to be held on September 14, 2005 at 7:00 a.m., local time, at the Manor House Restaurant, 1 Manor House Road, Littleton, Colorado.

      The items to be considered and voted on at the special meeting are described in the notice of the special meeting of stockholders and are more fully addressed in our proxy materials accompanying this letter. We encourage you to read all of these materials carefully and then vote the enclosed GOLD proxy card.

      Your participation at this meeting is extremely important. As you know, Burton Capital Management, LLC and Goodwood Inc., are soliciting proxies in support of the removal of all of the current directors of Cenveo and their replacement by Burton’s nominees, thus allowing them to take control of the board of directors and your company, Cenveo.

      The purpose of the meeting is to consider proposals made by the Burton group, and opposed by the board and management of Cenveo, including proposals to remove all of the current members of the board without cause and replace the board with Burton’s own nominees. In the board’s opinion, Burton’s proposals are not in the best interests of all stockholders of Cenveo, but rather were made in furtherance of Burton’s own interests to give himself immediate value by way of providing employment to himself and three of his sons and take control of your company — without giving you, the stockholders of Cenveo, any immediate value in return. Burton has not offered to buy your shares or to pay you a control premium. In addition, we believe that Burton does not have any realistic or credible business plan, other than a list of generic initiatives and an intention (expressed by Mr. Burton to two Cenveo directors at a meeting) to replace Cenveo’s current board of directors and management with their associates, including three of Mr. Burton’s children.

      Cenveo’s board of directors recently hired me as President and Chief Executive Officer of Cenveo. I believe that I have a proven track record of helping companies grow and prosper. I am deeply committed to working closely with the board of directors as we continue an aggressive and thorough evaluation of the company’s strategic alternatives (including a possible sale or merger of the company) with the goal of maximizing value for the benefit of all stockholders.

      We will be continuing to communicate with you in the coming weeks regarding the issues addressed in this proxy statement. In addition, we look forward to sharing with you developing plans for the strategic repositioning of Cenveo – plans that will be evaluated in light of what is in the best interest of all our stockholders.

      The future of Cenveo is in your hands and your vote is very important. I urge you to vote AGAINST Proposals 1 through 5 and to vote FOR your current Cenveo directors in Proposal 6 by signing, dating and returning the enclosed GOLD proxy card TODAY. Please disregard Burton’s white proxy card. I can assure you that Cenveo’s board of directors and management will continue to act in the best interests of all Cenveo stockholders.

      It is important that your shares be represented at the special meeting even if you cannot attend the meeting and vote your shares in person. Please complete, sign and date the GOLD proxy card and return it in the enclosed, postage-prepaid envelope at your earliest convenience to ensure that your shares will be duly represented and voted at the special meeting.

      If you have any questions or need assistance in voting of your shares, please contact our proxy solicitor, Innisfree M&A Incorporated, toll free at (888) 750-5834. Banks and brokers may call collect at (212) 750-5833.

      We appreciate your continued support.

Notice of Special Meeting of Stockholders

to Be Held September 14, 2005

       Notice is hereby given that a special meeting of the stockholders of Cenveo, Inc. is scheduled to be held on Wednesday, September 14, 2005, at 7:00 a.m., local time, at the Manor House Restaurant, 1 Manor House Road, Littleton, Colorado, to consider the following proposals:

      The board of directors has fixed the close of business on July 18, 2005 as the record date for determination of those stockholders who will be entitled to notice of and to vote at the meeting and any adjournment of the meeting.

      This special meeting is extremely important for all Cenveo stockholders in light of Burton’s attempt to take control of Cenveo’s board. Your vote is critical. Whether or not you plan to attend the special meeting, and regardless of the number of shares of common stock you own, we urge you to vote AGAINST Proposals 1 through 5 and to vote FOR the current directors of Cenveo, who are our nominees for purposes of Proposal 6, by promptly completing, signing, dating and returning the enclosed GOLD proxy card TODAY in the postage-paid envelope provided. Please disregard Burton’s white proxy card.

      We urge you not to sign or return any white proxy card that may be sent to you by Burton or Goodwood, even as a protest vote against them. If you previously voted on Burton’s white proxy card, you have every legal right to change your vote. You can do so simply by signing, dating and returning the enclosed GOLD proxy card. Only your latest dated proxy card will count.

      If you have any questions or need assistance in voting your shares, please contact our proxy solicitors, Innisfree M&A Incorporated, toll free at (888) 750-5834. Banks and brokers may call collect at (212) 750-5833.

TABLE OF CONTENTS

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD SEPTEMBER 14, 2005

CENVEO, INC.

8310 South Valley Highway, #400

Englewood, Colorado 80112

THE SPECIAL MEETING

Date, Time & Place of the Special Meeting

      We are sending you this proxy statement as part of a solicitation of proxies by Cenveo’s board of directors for use at the special meeting of Cenveo’s stockholders, and at any adjournment, postponement, continuation or rescheduling of the meeting. We anticipate that the notice of special meeting, this proxy statement and the accompanying GOLD proxy card will first be mailed to the holders of our common stock, par value $.01 per share, on or about August 5, 2005.

      The special meeting is scheduled to be held at 7:00 a.m., local time, on September 14, 2005 at the Manor House Restaurant, 1 Manor House Road, Littleton, Colorado.

Purpose of the Special Meeting – The Proxy Contest

      On June 10, 2005, Burton Capital Management LLC (“Burton”) and Goodwood Inc. (“Goodwood”), who are collectively the beneficial owners of 10.24% of all outstanding voting securities of Cenveo as of the same date, filed a preliminary proxy statement seeking to replace your board of directors. Burton and its allies are attempting to take effective control of Cenveo by (i) removing all of Cenveo’s current directors, even though they were just re-elected by the shareholders in April (other than Mr. Malone, who was appointed in June), (ii) appointing Robert Burton, Sr. as Chief Executive Officer of Cenveo, (iii) appointing Mr. Burton as Chairman of Cenveo’s board of directors, (iv) nominating a slate of Burton’s nominees as directors (in addition to Mr. Burton’s appointment as Chairman), and (v) replacing Cenveo’s management team with Burton’s designees, including appointing three of Mr. Burton’s children to be members of Cenveo’s senior management team.

      Although the Burton group is attempting to take control of your company, they are not giving stockholders any immediate value in return. They are not offering to buy Cenveo shares or to pay a control premium. In addition, we believe they offer little in the way of a detailed or credible plan or strategy on how to improve your company in order to return value to you in the future, other than a list of generic initiatives and an intention (expressed by Mr. Burton to two Cenveo directors at a meeting) to replace current management with their own designees. We believe that Burton’s actions and his intention to provide employment for himself and three of his sons make clear that this proxy campaign is self-serving, may be intended to provide value to Burton or his colleagues under circumstances that may not allow all Cenveo stockholders to participate in the same value or at the same price, and is not in the best interests of all Cenveo stockholders. In this regard, you should know that although Mr. Burton expects his director nominees to install him as Chief Executive Officer, Mr. Burton refused to participate in our recently-completed chief executive officer search process, leading the Board to believe that Mr. Burton was not willing to have his ideas and qualifications compared rigorously against those of other stronger candidates for the job.

      In contrast, your board of directors is already taking substantive action with the goal of maximizing value for all stockholders. We have initiated a thorough and aggressive evaluation of strategic alternatives aimed at boosting stockholder return, including a possible sale or merger of the company, or any other business combination that would produce value for our stockholders; we have adopted a strategy which implements comprehensive cost-cutting and presents opportunities for top-line growth; and we have hired James R. Malone on June 22, 2005 as Cenveo’s new Chief Executive Officer. While there can be no guarantee of success, we are committed to the exploration of all possible ways to maximize stockholder value.

      We will be continuing to communicate with you in the coming weeks regarding the issues addressed in this proxy statement. In addition, we look forward to sharing with you developing plans for the strategic repositioning of Cenveo — plans that will be evaluated in light of what is in the best interest of all our stockholders.

      For these reasons, your board seeks your support.     After careful consideration, your board recommends that you reject Burton’s proposals to remove Cenveo’s incumbent board of directors, and strongly urges you to vote AGAINST Proposals 1 through 5 and FOR the current directors of Cenveo, who are our nominees for purposes of Proposal 6. Please disregard Burton’s white proxy card. Instead, please sign, date and return the enclosed GOLD proxy card TODAY in the accompanying envelope. If you have previously returned a white proxy card, you have the right to change your vote-simply sign, date and return the enclosed GOLD proxy card in the postage-paid envelope provided. Only your latest dated proxy card will count.

QUESTIONS & ANSWERS – VOTING

PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1 – Amendment of Bylaws to Permit Stockholders to Set Board of Directors Size

      An amendment to Section 3.1 of Cenveo’s bylaws is proposed to permit the holders of a majority of shares entitled to vote at an election of directors to fix the number of directors constituting the entire board of directors. The text of the amendment is set forth in Annex A. This proposal would facilitate Burton’s plan to take control of your company. Accordingly, the board of directors recommends a vote AGAINST this proposal on the GOLD proxy card.

PROPOSAL NO. 2 – Repeal of Bylaws Requiring Vacancies to be Filled by Remaining Directors

      A repeal of Section 3.2 of Cenveo’s bylaws is proposed to permit Cenveo’s stockholders to fill the vacancies they might create in accordance with the Colorado Business Corporation Act. The text of the amendment is set forth in Annex A. This proposal would facilitate Burton’s plan to take control of your company. Accordingly, the board of directors recommends a vote AGAINST this proposal on the GOLD proxy card.

PROPOSAL NO. 3 – Removal of Cenveo’s Directors

      Burton proposes to remove, without cause, all persons currently serving as directors of Cenveo. All of the following directors were re-elected by stockholders at our annual meeting held April 27, 2005, other than Mr. Malone, who was first appointed in June:

      For information about these individuals, please see the section entitled “Board of Directors” included in this proxy statement beginning on page 10. For the reasons we describe in this proxy statement, we believe that the removal of the current board of directors would not be in the best interests of all Cenveo stockholders, and would jeopardize the value of stockholders’ investment in Cenveo. Accordingly, the board of directors recommends a vote AGAINST this proposal on the GOLD proxy card.

PROPOSAL NO. 4 – Set Board of Directors Size to Seven Directors

      In the event that Proposal 1 passes, this proposal is intended to ensure that if elected as directors, Burton’s nominees will constitute the entire board of directors. This proposal would facilitate Burton’s plan to

take control of your company. Accordingly, the board of directors recommends a vote AGAINST this proposal on the GOLD proxy card.

PROPOSAL NO. 5 – Repeal of Bylaw Amendments Passed Following April 17, 2005

      Burton is seeking to repeal each future amendment to Cenveo’s bylaws (other than amendments pursuant to Proposal 1, if approved) through the time of the special meeting. We believe that a categorical repeal of all future amendments to Cenveo’s bylaws through the time of the special meeting could interfere with effective governance and policy making by the board of directors, and would not be in the best interests of all Cenveo stockholders. Accordingly, the board of directors recommends a vote AGAINST this proposal on the GOLD proxy card.

PROPOSAL NO. 6 – Election of Directors

      In an attempt to take control of the board and the Company, Burton is seeking to elect his own slate of seven nominees to replace the incumbent board of directors, if Proposal 3 is approved by Cenveo’s stockholders and the incumbent board of directors is removed. In the event that Proposal 3 is not passed, no directors will be elected at the meeting. The board of directors believes that the election of Burton’s nominees would not be in the best interest of all Cenveo’s stockholders and encourages you to vote FOR the current directors of Cenveo, who are our nominees for purposes of Proposal 6. Disregard Burton’s white proxy card.

      In the event a vote on this proposal becomes necessary, Cenveo’s nominees for the director positions are listed below. In accordance with Colorado law, if Proposals 1 and 4 are passed, the seven nominees receiving the most votes will be elected. All of the following directors were re-elected by stockholders at the annual meeting held on April 27, 2005, other than Mr. Malone who was appointed in June:

      For information about these individuals, please see the section entitled “Board of Directors” included in this proxy statement on page 10.

BOARD OF DIRECTORS

      Set forth below are the names and ages of your directors, the year in which each was first elected a director, the business experience of each for at least the past five years and certain other information concerning each of the directors. There are no family relationships among the directors, director nominees and executive officers of Cenveo. All of the following individuals satisfy the independence requirements of the New York Stock Exchange listing standards and the “standards of independence” required by our corporate governance guidelines, except for Mr. Malone, who is not considered independent because of his position as President and Chief Executive Officer. In the event a vote on Proposal 6 becomes necessary, each of these individuals is a nominee for the election of directors:

CORPORATE GOVERNANCE

      Our board and management are committed to diligently exercising their oversight responsibilities throughout Cenveo and managing our affairs consistent with the highest principles of business ethics. We have adopted a code of business conduct and ethics that applies to all employees, including our senior officers. We continue to review our corporate governance policies and practices along with the provisions of the Sarbanes-Oxley Act of 2002, the rules of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange. Since our 2004 annual stockholders meeting the board has:

      You can view the following information on our website at www.cenveo.com under “Investor Relations — Governance,” or receive copies by writing to our corporate secretary at Cenveo, Inc., 8310 South Valley Highway, #400, Englewood, Colorado 80112, phone 303-790-8023:

Board Procedures and Committees

      Our full board of directors considers all major decisions. However, we have established a Governance and Nominating Committee, an Audit Committee, a Compensation and Human Resources Committee, and an Employee Health and Safety Committee so that some matters can be addressed in more depth than may be possible in a full board meeting. These four committees each operate under a written charter and are described below.

      Governance and Nominating Committee. The current members of the Governance and Nominating Committee are Mr. Maloney (Chairman), Mr. Kocourek, Mr. Pickholz and Ms. Rheney. This committee:

      The committee currently has no policy in place regarding the consideration of director candidates recommended by stockholders. We believe that our independent committee can successfully identify appropriate candidates for the board.

      Pursuant to the company’s bylaws stockholders of record are also entitled to nominate director candidates for election at Cenveo’s 2006 annual meeting of stockholders by giving timely notice in writing to the company’s Secretary. This notice shall set forth all information relating to the person the stockholder proposes to nominate that is required to be disclosed in solicitations for proxies for the election of directors pursuant to Regulation 14A under the Securities and Exchange Act of 1934. As to the stockholder giving notice, the name and address of such stockholder, as they appear on the company’s books, and the number of shares of stock of the corporation which are beneficially owned by the stockholder must also be included in the notice. To be timely, notice must be received by Cenveo by November 10, 2005.

      The committee met four times in 2004.

      Audit Committee. The current members of our Audit Committee are Mr. Pickholz (Chairman), Mr. Kocourek, Mr. Maloney and Ms. Rheney. The board has determined that each member of the committee is financially literate under the New York Stock Exchange’s listing standards and is independent under special standards established by the Securities and Exchange Commission for Audit Committee members. The board has also determined that Mr. Kocourek, Mr. Pickholz and Ms. Rheney are each an Audit Committee financial expert under the rules of the Securities and Exchange Commission. A description of each committee member’s qualifications and business experience is found beginning on page 10. Our Audit Committee:

      The committee met six times in 2004.

      Compensation and Human Resources Committee. The current members of our Compensation and Human Resources Committee are Mr. Reynolds (Chairman), Mr. Costello, Mr. Olivier and Mr. Webb. This committee:

      The committee met ten times in 2004.

      Employee Health and Safety Committee. The current members of our Employee Health and Safety Committee are Mr. Costello (Chairman), Mr. Olivier, Mr. Reynolds and Mr. Webb. This committee reviews with management:

      This committee met six times in 2004.

      Special Ad-Hoc Committees. In 2004 we formed two special ad-hoc board committees composed of independent directors. The Chief Executive Officer transition committee determined the structure of Paul V. Reilly’s resignation and severance from the positions of Chief Executive Officer, President and Chairman of Cenveo, and Paul V. Reilly’s duties until he formally left Cenveo on April 30, 2005. Members of this committee included Mr. Maloney (Chairman), Mr. Costello, Mr. Olivier and Mr. Pickholz.

      We also formed a search committee to conduct an executive search for a new President and Chief Executive Officer. The committee also hired an independent executive search firm to provide information regarding potential candidates. Members of this committee have been Ms. Rheney, Mr. Costello,

Mr. Maloney and Mr. Reynolds. Although our corporate governance guidelines provide that the Governance and Nominating Committee shall conduct a search for a successor in the event that Cenveo’s Chief Executive Officer is no longer able to serve due to resignation, the independent directors determined that this role would be better served in this instance by a special ad-hoc committee composed of two members of the Governance and Nominating Committee and two members of the Compensation and Human Resources Committee and delegated these duties to the search committee. Our board of directors unanimously approved the selection of James R. Malone as our new President and Chief Executive Officer.

Board Meetings and Attendance

      Our board met ten times during 2004. Each director attended at least 75% of our board meetings and the meetings of the board committees on which they served. We strongly encourage each director to attend our annual stockholders’ meeting, although this is not stated in a formal policy. In 2004, all of our directors then serving as directors attended the annual stockholders’ meeting.

      Our corporate governance guidelines provide that each regular board meeting be scheduled for at least eight hours, including at least one hour for executive sessions of our independent directors. All non-management directors meet in executive sessions at each regular board meeting. In 2004, these executive sessions were chaired by the non-management director then serving as lead director. The lead director role is currently filled by Ms. Rheney who is serving as non-executive Chairman of the board and the board intends that an independent director will serve as non-executive chairman indefinitely.

Board Compensation

      During 2004 each non-employee director received:

      Non-employee directors who were re-elected at our 2004 annual meeting also received 2,487 shares of restricted stock valued at approximately $10,000 on May 1, 2004. These shares vested immediately, but were restricted from sale for six months after issuance.

      In addition, the Chairman of the Audit Committee received $7,500, the Chairman of the Compensation and Human Resources Committee received $5,000 and the chairmen of the other board committees received $3,500. Mr. Maloney was paid an additional stipend of $5,000 for his role as lead director during the fourth quarter of 2004. Directors who are employees of Cenveo do not receive compensation for their service on the board.

      Board members are reimbursed for expenses incurred in connection with their attendance at board meetings and in complying with our corporate governance policies. Cenveo also provides directors’ and officers’ liability insurance and indemnity agreements for its directors.

Directors Emeritus

      In February, 2005, the board amended Cenveo’s bylaws to provide for Director Emeritus positions for former directors who, at the board’s discretion, may be asked to serve as consultants to the board. Directors Emeritus are intended to be non-voting participants at board meetings and are to be compensated as recommended by the Chairman of the board and approved by the Compensation and Human Resources

Committee. In light of Paul V. Reilly’s lengthy tenure of service as an officer, director and Chairman of the board of Cenveo and his extensive knowledge of Cenveo’s business, customers and strategy, the board appointed him a Director Emeritus at the last annual meeting.

Compensation and Human Resources Committee Interlocks and Insider Participation

      No member of the Compensation and Human Resources Committee is an officer, or former officer, or employee of Cenveo. No executive officer of Cenveo had any interlocking relationship with any other for-profit entity during 2004.

OWNERSHIP OF VOTING SECURITIES

      The following table sets forth information, as of August 1, 2005 (unless otherwise noted), with respect to the beneficial ownership of our common stock by:

      This information is based upon Cenveo’s records, as well as publicly available information filed with the SEC. This beneficial ownership is reported in accordance with the rules of the SEC, under which a person may be deemed to be the beneficial owner of shares if that person has or shares the power to vote or dispose of those shares or has the right to acquire beneficial ownership of those shares within 60 days (for example, through the exercise of an option). Accordingly, the shares shown in the table as beneficially owned by certain individuals may include shares owned by certain members of their respective families. Because of these rules, more than one person may be deemed to be the beneficial owner of the same shares. The inclusion of the shares shown in the table is not necessarily an admission of beneficial ownership of those shares by the person indicated.

Executive Stock Ownership Requirement.

      Effective February 5, 2004, we established the following stock ownership requirements for our executive officers in order to more closely align their interests with our stockholders:

      The number of shares of our stock that must be held by an executive is determined by multiplying his annual base salary on February 5, 2004, or, for newly hired or promoted executives, his base salary when he is hired or promoted, by the applicable multiple listed in the chart and dividing the result by the average closing price of our stock during the immediately preceding 12 months. These executives have until February 5, 2009, or five years from the date of their hiring or promotion, to acquire the appropriate number of our shares. The number of shares to be held will be adjusted annually to reflect any subsequent increase in salary. In addition to direct ownership of shares, these ownership requirements may be met by vested or unvested grants of restricted stock, shares received as payment from stock appreciation rights or performance restricted unit grants.

CHANGE OF CONTROL PROVISIONS

      If Burton’s director nominees are elected, the following change of control obligations will be triggered:

      Senior Secured Credit Facility. Under the terms of Cenveo’s credit agreement dated as of March 25, 2004, a change of control is deemed to constitute an event of default, upon which the lenders may terminate the revolving credit commitments and/or declare all loans under the credit commitments to be due and payable. As of July 1, 2005, there was $93,265,993 outstanding under this credit agreement.

      Senior Notes. As of July 1, 2005, Cenveo had outstanding 9⁵/8% senior notes due 2012 in the aggregate principal amount of $350 million. The indenture to which these notes are subject, provides that, upon a change of control, each holder of these notes will have the right to require Cenveo to repurchase all or any part of such holder’s notes at an offer price in cash equal to 101% of the principal amount of these Notes, plus accrued and unpaid interest.

      Senior Subordinated Notes. As of July 1, 2005, Cenveo had outstanding 7⁷/8% subordinated notes due 2013 in the aggregate principal amount of $320 million. The indenture to which these notes are subject provides that, upon a change of control, each holder of these notes will have the right to require Cenveo to repurchase all or any part of such holder’s notes at an offer price in cash equal to 101% of the principal amount of such notes, plus accrued and unpaid interest.

      Severance Agreements. The election of Burton’s nominees to the board will be a “change of control” under various severance agreements entered into between the company and certain executives on the latter of 2001 or the date of such executives hire, including those described in the section entitled “Executive Agreements” included in this proxy statement.

      These agreements and indentures define a “change of control” as occurring if a majority of the company’s board of directors are not persons who were directors at the time such debt was issued or such agreement was entered into, or whose nomination or election as directors was not approved by a majority (or in the case of the severance agreements, a two-thirds majority) of such directors, or by a like majority of directors whose election or nomination to the board was approved in such fashion. In the event Proposal 3 is approved by stockholders at the special meeting, Burton’s nominees will have been elected without the approval of the current board and a change of control will have occurred.

      If Burton’s director nominees are elected, the following equity based compensation will vest under the company’s long-term equity incentive plan:

      Options and Restricted Stock. Upon election of Burton’s nominees to the board, all outstanding unvested stock options and restricted stock shall vest, become immediately exercisable or payable and have all restrictions lifted. As of July 1, 2005, there was an aggregate of 2,093,224 unvested stock options and an aggregate of 679,239 previously unvested restricted shares.

      The company’s long-term equity incentive plan defines a “change of control” as occurring if a majority of the company’s board of directors are not persons who were directors at the time of the plan’s adoption, or whose nomination or election as directors was not approved by at least two-thirds of such directors. The plan also provides that no individual shall be considered a member of the incumbent board if such individual initially assumed office as a result of actual or threatened solicitation of proxies or consents by or on behalf of a person other than the board. In the event Proposal 3 is approved by stockholders at the special meeting, Burton’s nominees will have been elected without the approval of the current board and a change of control will have occurred.

EXECUTIVE OFFICERS AND KEY EMPLOYEES

Name

James R. Malone, Age 62     

      Mr. Malone has served as our President and Chief Executive Officer since June 2005. Mr. Malone has over 25 years of experience in international joint ventures, strategic alliances and strategy positioning. Mr. Malone’s is the Managing Partner of Qorval, LLC, a financial and business restructuring firm, which he founded in 2003. In his capacity with Qorval, he also assumed the role of Chief Executive Officer of Mail Contractors of America, Inc. and Avborne, Inc. From 2004 through June 2005, Mr. Malone served as Vice Chairman, President and Chief Executive Officer of Brown Jordan International, Inc., a manufacturer of retail and contract furnishings. He was Chairman of the Board from 1996 to 2004 and Chief Executive Officer from 1997 to 2004 of HMI Industries, Inc., a producer of cleaners for residential and commercial use and other industrial manufactured products. From 2000 to 2002 Mr. Malone was a Managing Director of Bridge Associates LLC, which engaged in activities similar to those of Qorval, and headed its crisis consulting team for InaCom Corporation. Mr. Malone also serves on the boards of Ametek, Inc., Brown Jordan International, Inc, and AmSouth Bancorporation. Prior to that, Mr. Malone held a variety of leadership roles from President and Chief Operating Officer of Purolator Products, Inc. from 1979 to 1990, Chairman and Chief Executive Officer of Grimes Aerospace Company from 1990 to 1993, and President and Chief Executive Officer of Anchor Glass Container Corp. from 1993 to 1996.

Gordon A. Griffiths, Age 62     

      Mr. Griffiths has served as Executive Vice President since 2002 and as President – Commercial Segment since our reorganization in October 2003. From April 2002 until October 2003 he served as President and Chief Executive Officer of our former commercial printing division. From 2000 until April 2002 Mr. Griffiths was Chief Executive Officer of Pareto Corporation, a Canadian knowledge services provider. He continues to serve as a director of Pareto Corporation. In 2000 Mr. Griffiths co-founded the Caxton Group, a marketing services agency, which became a public company in 2001. He was President of St. Joseph Corporation, Canada’s largest privately owned printer, from 1997 until 2000.

Michel P. Salbaing, Age 59     

      Mr. Salbaing has served as Senior Vice President – Finance, and Chief Financial Officer since 2000. From 1996 to 2000, Mr. Salbaing was with Quebecor World, the largest North American printer, where he held a number of positions including Chief Financial Officer of the overall corporation, President and Chief Executive Officer of Quebecor Printing Europe and Senior Vice President and Chief Financial Officer of

Quebecor World North America. Before 1996 Mr. Salbaing held various senior financial positions with three large Canadian manufacturing firms and spent eight years with Ernst & Young, LLP. Mr. Salbaing is a member of the Canadian Institute of Chartered Accountants.

Allen C. Conway, Sr., Age 47     

      Mr. Conway has served as Executive Vice President and President of our resale segment since September 2004. Mr. Conway has served Cenveo and its predecessor companies for over 26 years, including as Vice President of our Printxcel division from 2000 to 2003 and Executive Vice President of our resale segment from 2003 until September 2004 when he became President of our resale segment.

Brian P. Hairston, Age 47     

      Brian Hairston, age 47, has been Vice President – Human Resources since August 2002. From 2001 through August 2002 he was a human resources consultant for a variety of firms. From 1999 to 2001 he was Senior Vice President – Human Resources for Kellogg Corporation, a cereal producer. From 1997 to 1999 he served as Vice President – Human Resources for Citigroup, a financial institution.

William W. Huffman, Jr., Age 56     

      Mr. Huffman has been Vice President – Corporate Controller since 2000. From 1999 to 2000 he was Vice President – Chief Financial Officer of our commercial printing division. In 1997 and 1998 he was a financial consultant. Mr. Huffman began his career with the accounting firm of Coopers & Lybrand and is a certified public accountant.

D. Robert Meyer, Jr., Age 48     

      Mr. Meyer has been Vice President – Treasurer since 1998. From 1994 to 1998 Mr. Meyer was a partner in the tax department of the accounting firm of Deloitte & Touche LLP. Mr. Meyer is a licensed attorney, certified public accountant and certified financial planner.

Matthew H. Mitchell, Age 40     

      Mr. Mitchell has been Vice President – Chief Information Officer since December 2003. From 1996 to November 2003 he served as Vice President – Information Services with Aramark Educational Resources, Inc., an educational service provider.

Keith T. Pratt, Age 58     

      Mr. Pratt has been Vice President – Purchasing and Supply Chain Management since 1998. From 1994 to 1998 Mr. Pratt was Vice President of Material Sourcing and Logistics of Ply Gem Industries, a subsidiary of Nortek, Inc., a building products manufacturer.

Wayne M. Wolberg, Age 55     

      Mr. Wolberg has been Vice President – General Auditor since 2001. From 2000 to 2001 he served as Vice President – Finance of AT&T Broadband. Mr. Wolberg was Vice President and General Auditor of MediaOne from 1996 to 2000. He is a certified management accountant.

Mark L. Zoeller, Age 45     

      Mr. Zoeller has been Vice President – General Counsel since January 2003, and became Chief Legal Officer in 2005. He joined Cenveo in 1997 as corporate counsel, served as Assistant General Counsel from 2000 to 2001 and was Vice President – Corporate Development from 2001 until January 2003. He is a licensed attorney.

COMPENSATION OF EXECUTIVE OFFICERS

      The following table presents information concerning all compensation received for all services rendered during 2004, 2003 and 2002 by Paul V. Reilly, our retired Chief Executive Officer and President in 2004, the four other most highly compensated executive officers in 2004 who were serving as executive officers at December 31, 2004, and Mr. Hart who served as President of our resale segment until his retirement from that position on September 1, 2004. Mr. Davis left the company in July 2005.

Summary Compensation Table

Executive Agreements

      Agreements with Paul V. Reilly. On January 6, 2005, Cenveo entered into an employment and separation agreement and general release with Paul V. Reilly when Paul V. Reilly announced his resignation as Chairman, President and Chief Executive Officer of Cenveo. The board accepted Paul V. Reilly’s resignation as Chairman effective January 6, 2005. As a result of the agreement, Paul V. Reilly received the following payments and benefits:

      These are generally the benefits Paul V. Reilly would have received if his employment was terminated without cause under his 2003 employment and executive severance agreement described above. However, as an incentive for Paul V. Reilly to remain in his position as President and Chief Executive Officer to assist in the transition to a successor, Paul V. Reilly received an amount equal to two times his pro-rata 2005 target bonus rather than one times his bonus provided in his 2003 agreement. Paul V. Reilly also granted Cenveo a general release and agreed to refrain from competing with Cenveo for two years following his actual termination date.

      Agreements with Mr. Malone. Effective as of June 22, 2005, we entered into a three-year employment agreement with Mr. Malone, which provides: an annual base salary of $850,000 and an annual incentive bonus opportunity; for 2005, a bonus equal to 100% of base salary will be paid on a pro-rated basis, irrespective of any performance goals; options to purchase 400,000 shares of our common stock at a price equal to the market price on the date of grant, which vest in monthly installments over the next four years; and a restricted stock award of 275,000 shares which vests on the three-year anniversary of Mr. Malone’s Employment Date.

      If, prior to his one year anniversary, Mr. Malone’s employment is terminated under certain circumstances which are not for “cause,” he will receive a payment equal to one times his base salary and one times his target bonus. If his employment is so terminated after his first anniversary, Mr. Malone will receive two times his base salary and two times his target bonus. If Mr. Malone is terminated under certain circumstances relating to a change of control after the first anniversary of his employment, he will receive an additional payment equal to one year’s salary and one year’s target bonus. Mr. Malone would also be reimbursed for post-termination medical premiums and receive any salary or other benefits owed to him under various Cenveo employment benefit plans and programs. A copy of Mr. Malone’s Employment Agreement as contained in our Current Report on Form 8-K, filed with the SEC on June 24, 2005.

      Severance Agreements. Cenveo has entered into severance agreements, triggered by a change in control, with Mr. Salbaing, Mr. Griffiths and Mr. Conway. These agreements provide that if the executive’s employment is terminated in certain circumstances relating to a change of control, the executive will receive:

      These agreements include covenants from the executive not to compete with Cenveo for a period of two years after he leaves Cenveo.

      The following table sets forth the total severance that will become due to Mr. Malone under his employment agreement and to the other named executive officers under their severance agreements, in each case in the event of termination of their employment following a change of control during 2005:

      Indemnity Agreements. Cenveo has entered into indemnity agreements with each executive officer which provide that Cenveo will indemnify the executives in lawsuits brought against any executive in his capacity as an officer of Cenveo.

      Loan to Mr. Salbaing. During 2000 Cenveo loaned $100,000 to Mr. Salbaing to help him purchase a home in Colorado as part of his relocation. The loan bears interest at 5% and is due upon the earliest to occur of Mr. Salbaing’s cessation of employment with Cenveo, his sale of certain real property located in Canada or the sale of Mr. Salbaing’s home in Colorado.

      Loan to Mr. Hart. During 2000 Cenveo loaned $50,000 to Mr. Hart to assist him in his relocation to Colorado. The loan bore interest at 8%. Half of this loan was forgiven in 2002 and the remaining half was forgiven in 2003.

      In accordance with our corporate governance guidelines adopted in 2002, we no longer make loans to executive officers.

Long-Term Equity Incentive Plan

      In 2001 our stockholders adopted a long-term equity incentive plan which provides incentive compensation to key officers, employees, directors and consultants. This plan was amended by stockholders in 2004 to provide, among other things, that an aggregate of 7,450,000 shares of Cenveo’s common stock may be granted under the plan. Our former stock option plans were merged into this plan in 2001 and no longer separately exist. However, options for 3,370,751 shares still outstanding under the old stock option plans continue to be governed by their grant agreements but are administered under this plan. Awards may be granted under this plan for:

      The plan provides that:

      As of March 4, 2004, the number of shares that were outstanding was as follows with an additional 2,993,604 shares available for grant in the future:

      No stock appreciation rights or restricted share units have been granted under the plan. The charts beginning on page 29 show the stock options and restricted shares which were granted to the named executive officers in 2004. All awards of restricted shares or stock appreciation rights have a minimum vesting period of three years for time-based vesting or one year for performance-based vesting, except for grants of shares to directors in lieu of cash stipends or fees, which vest immediately.

      Shares Available for Awards under the Plan. Shares subject to an award that are cancelled, expire unexercised, forfeited, settled in cash or otherwise terminated remain available for awards under the plan. Shares issued under the plan may be either newly issued shares or shares which we have reacquired. Shares issued as substitute awards when we assume outstanding awards previously granted by a company which we acquire do not reduce the number of shares available for awards. The number of shares reserved for issuance can be increased only with the approval of holders of a majority of our outstanding shares.

      The plan imposes individual limitations on the amount of certain awards in order to comply with Section 162(m) of the Internal Revenue Code of 1986. Under these limitations no single participant may generally receive options or stock appreciation rights in any calendar year that relate to more than $1 million. Finally, awards may generally be adjusted to prevent dilution or enlargement of benefits when certain events occur, such as a stock dividend, reorganization, recapitalization, stock split, combination, merger or consolidation.

      Eligibility. Current and prospective officers, employees, directors and consultants of Cenveo or its subsidiaries or affiliates may be granted awards under the plan. As of March 4, 2005, approximately 306 individuals were eligible to participate in the plan.

      Administration. The plan is administered by our Compensation and Human Resources Committee. Awards to directors serving on the committee are determined and administered by the full board of directors. The committee may:

      Stock Options and Stock Appreciation Rights. The committee may grant both incentive stock options, which can result in potentially favorable tax treatment to the participant, and non-qualified stock options. The committee may also grant stock appreciation rights either with or without a related option. The committee determines the terms and individual vesting schedules for each grant including the exercise price that generally may not be less than the fair market value of a share of common stock on the date of the grant. All stock options have been granted at exercise prices equal to the fair market value of our stock at the date of grant. In 2004 all stock options granted to management proportionately vest over either a two-year period or a

five-year period on the anniversary of the grant date, and all non-qualified stock options granted to directors vest six months following the grant date.

      Restricted Shares and Restricted Share Units. The committee may grant restricted shares of common stock and restricted share units. Restricted shares are shares of common stock with transfer restrictions. These restrictions lapse on the basis of performance and/or continued employment as determined in advance by the committee. They may be forfeited by participants as specified by the committee in the award agreement. A participant who has received a grant of restricted shares will receive dividends and the right to vote those shares. Restricted shares may not be transferred, encumbered or disposed of during the restricted period or until after the restrictive conditions are met. Restricted stock granted to executives in 2004 will vest on the fifth anniversary of the grant date. Restricted stock granted to directors in 2004 vested six months after the date of grant.

      Each restricted share unit has a value equal to the fair market value of a share of our common stock on the date of grant. The committee determines the restrictions applicable to the restricted share units. A participant is credited with dividend equivalents on any vested restricted share units when dividends are paid to stockholders. Restricted share units generally may not be transferred, encumbered or disposed of unless the participant is continuously employed by Cenveo during the restricted period or until after the restrictive conditions are met.

      Performance Awards. A performance award is a right that is denominated in cash or shares of common stock, and valued by the achievement of certain performance goals during performance periods as established by the committee. The plan specifies the types of goals the committee may consider when granting performance awards. The committee determines the form, time and type of payment. Performance awards may be forfeited when employment is terminated other than for death or total disability. A participant’s rights to any performance award may not be transferred, encumbered or disposed of in any manner, except by will or the laws of descent and distribution.

Other Terms

      Other Stock-Based Awards. The committee may grant any other type of awards that are payable in or valued by our common stock. The committee determines the terms and conditions of these awards.

      Change in Control. All outstanding awards vest, become immediately exercisable or payable and have all restrictions lifted immediately when Cenveo experiences a change in control.

      Amendment and Termination. The board may amend or terminate the plan subject to applicable stockholder approval. The committee may not amend the terms of previously granted options to reduce the exercise price or cancel options and grant substitute options with a lower exercise price than the cancelled options. The committee also may not adversely affect the rights of any award holder without the award holder’s consent.

      Certain Federal Income Tax Consequences. Following is a brief description of the federal income tax consequences generally arising for awards under the plan. Tax consequences to Cenveo and to participants receiving awards will vary with the type of award.

      Effects on Participants. Generally a participant will not recognize income, and Cenveo is not entitled to take a deduction, when an incentive stock option, a nonqualified option, a stock appreciation right or a restricted share award is granted. A participant generally will not have taxable income when he exercises an incentive stock option. When a participant exercises an option other than an incentive stock option, he must generally recognize ordinary income equal to the difference between the exercise price and fair market value of the shares acquired on the date of exercise.

      If a participant sells shares of common stock acquired from an incentive stock option before the end of two years from the date of grant and one year from the date of exercise, the participant must generally recognize ordinary income equal to the difference between the fair market value of the shares at the date of exercise and the exercise price. Otherwise, a participant’s disposition of shares acquired upon the exercise of

an option generally will result in short-term or long-term capital gain or loss measured by the difference between the sale price and the participant’s tax basis in the shares.

      Effects on Cenveo. Cenveo generally may receive a tax deduction equal to the amount recognized as ordinary income by the participant in connection with an option. Cenveo generally is not entitled to a tax deduction relating to amounts that represent a capital gain to a participant. Accordingly, Cenveo will not be entitled to any tax deduction with respect to an incentive stock option if the participant holds the shares of common stock for the incentive stock option holding periods prior to selling the shares.

      Similarly, the exercise of a stock appreciation right will result in ordinary income on the value of the stock appreciation right to the participant at the time of exercise. Cenveo will be allowed a deduction for the amount of ordinary income recognized by a participant with respect to a stock appreciation right. When restricted stock is granted the participant will recognize ordinary income on the fair market value at the time shares of restricted stock become vested unless a participant makes an election under Section 83(b) of the Internal Revenue Code to be taxed at the time of grant. The participant also is subject to capital gains treatment on the sale of any common stock acquired through the exercise of a stock appreciation right or restricted share award. For this purpose, the participant’s basis in the common stock is generally its fair market value at the time the stock appreciation right is exercised or the restricted share becomes vested. Payments made under performance awards are taxable as ordinary income at the time an individual attains the performance goals and the payments are made available to the participant.

      Performance-Based Compensation. Section 162(m) of the Internal Revenue Code generally disallows a public company’s tax deduction for compensation paid in excess of $1 million in any tax year to its five most highly compensated executives. However, compensation that qualifies as “performance-based compensation” is excluded from this $1 million deduction limit and therefore remains fully deductible by Cenveo. Cenveo intends that the following grants will qualify as “performance-based compensation” so that these awards will not be subject to the Section 162(m) deduction limitations:

Options/ SAR Grants in Last Fiscal Year

      The following table presents information concerning stock options granted to each of the named executive officers in 2004 under our long-term equity incentive plan and the potential realizable value for those stock options based on future appreciation assumptions:

Aggregated Option/ SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/ SAR Values

      The following table contains information concerning the exercise of stock options (exercised and unexercised) during the last completed fiscal year by the executive officers named in the Summary Compensation Table, as well as information concerning the number and value of unexercised options. The value of options is calculated using the difference between the option exercise price and $3.10 (representing the year-end price of Cenveo’s common stock) multiplied by the number of shares underlying the option.

Long-Term Incentive Plan Awards

      The following table presents information about awards of restricted stock to each of the named executive officers in 2004 under our long-term equity incentive plan described beginning on page 26. These shares vest on May 1, 2009.

Executive Perquisite and Benefits Expense Reimbursement Plan

      Effective April 2004 we adopted an executive perquisite and benefits expense reimbursement plan for our executive officers. Eligible executives may receive reimbursement for certain perquisites and benefits including medical expenses, supplemental life insurance, financial counseling, airline clubs, health clubs or golf club dues. The Chairman and Chief Executive Officer may be reimbursed a maximum of $13,000 annually and the other eligible executives may be reimbursed a maximum of $8,000 annually. In addition, each executive receives a car allowance of $12,000 per year payable in 26 equal installments.

Cash Bonus Annual Incentive Plan

      We have a cash bonus annual incentive plan which provides bonus compensation to our executives and other key employees. The bonus plan is designed to promote achievement of our financial goals by making a portion of each participant’s compensation depend on his achievement of goals established by the board and individual performance objectives. Participants must be employed on the date the incentive payments are paid before they can receive any payment under the bonus plan. The report on executive compensation beginning on page 33 further describes the cash bonus plan for 2004.

Equity Compensation Plan Information

      The following table contains information as of December 31, 2004 concerning (1) the number of shares of common stock to be issued upon the exercise of outstanding options, warrants and rights issued under all of our existing equity compensation plans, (2) the weighted average exercise price of those options, warrants and rights, and (3) the number of securities remaining available for future issuance under those plans. All of our equity compensation plans have been approved by our stockholders.

Other Benefit Plans

      We do not provide any defined benefit or actuarial plan that is payable upon retirement to the named executive officers. The named executive officers may participate in other benefit plans available to all employees, two of which are described below.

      401(k) Savings Retirement Plans. We adopted a 401(k) savings and retirement plan in 1994 for non-union employees. United States based, union-free employees of Cenveo and affiliated companies who are classified as an employee expected to work a minimum of 1,000 hours per year are eligible to participate in the plan. For 2004 a participant could contribute to the plan up to the lesser of $13,000 or 50% of his compensation. A maximum of $205,000 is considered for purposes of plan contributions. Contributions are not included in the participant’s current taxable income. During 2004 Cenveo made a matching contribution to participant accounts equal to 50% of the participant’s contributions, up to a maximum of 6% of the participant’s compensation.

      We also sponsor a 401(k) savings and retirement plan for union employees. Collective bargaining agreements determine eligibility for participation and the amount of employer match.

      Plan assets are held in trust. A plan participant can direct the investment of his contributions and the matching contributions into one of twelve mutual funds and other investment vehicles, one of which is Cenveo common stock. Participant contributions to the plan are always fully vested. Cenveo contributions vest at a rate of 20% for each year of service completed by the participant. Generally, a participant’s vested plan benefit is distributable upon his retirement, disability, death or other separation from employment. On August 1, 2004 our former employee stock ownership plan was merged into our 401(k) plan.

      Key Employee Share Option Plan. We adopted a key employee share option plan in 1997 for executive officers and other key employees. Under the plan, participants receive options to purchase shares in regulated investment companies from Cenveo at exercise prices set by the administering committee. This plan was amended in 2002 to “freeze” both participation and future contributions to the plan. Participants with balances at December 31, 2002, maintain their accounts and distributions to them will continue to be allowed at retirement, disability, death or other termination from employment. Account balances are held in trust and are invested in various mutual funds.

REPORT ON EXECUTIVE COMPENSATION

To Our Stockholders:

      The report of the Compensation and Human Resources Committee for 2004 includes our activities related to compensation review and recommendations for the Chief Executive Officer and the other executive officers named on pages 20 through 22. In 2004 the committee engaged an independent compensation consultant to conduct a comprehensive assessment of our overall executive compensation program to ensure that our compensation levels are reasonable, appropriate and competitive. The committee adopted a balanced executive compensation program after reviewing the market data and recommendations prepared by our outside consultant. The committee intends to continue to regularly evaluate the impact of the executive compensation program on the performance of the executives and Cenveo and will make changes it believes are necessary to assist in our success.

Compensation Philosophy

      Our executive compensation policies are designed to:

      The committee implements these policies through the balanced executive compensation program which includes:

      The committee has generally designed its policies to compensate our executives at the 50th percentile when compared to counterparts at organizations similar in size in general industry and our lines of business including, but not limited to, those companies listed in Cenveo’s peer group index in the performance chart on page 38. Executives have an opportunity to receive payment above the 50th percentile for above average performance.

Components of Compensation

      The committee sets total compensation for each executive officer at competitive levels related to companies of similar type and size based on the study and recommendations provided by our independent compensation consultant. Executive compensation packages include salary, participation in the cash bonus annual incentive plan discussed on page 31 and equity awards under the long-term incentive plan discussed on page 31. To attract and retain talented executives who will focus on the implementation of Cenveo’s strategic plan, our executive officers also received the severance agreements described on page 25 and participation in the executive perquisite and benefits expense reimbursement plan described on page 31. The committee typically sets our executive officers’ compensation in the first quarter of each year.

      Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid in any fiscal year to a corporation’s Chief Executive Officer and to the four other most highly paid executive officers. However, this statute exempts qualifying performance-based compensation from the deduction limit if certain requirements are met. The committee believes it is in

Cenveo’s best interest to try to satisfy the requirements of Section 162(m) by structuring performance-based compensation for executive officers to satisfy the statute’s requirements, such as grants of stock options and cash bonus incentive plan payments. However, the committee also recognizes the need to remain flexible when making compensation decisions so that Cenveo may meet its overall objectives, even if it may not meet the statute’s standards and Cenveo may not be able to deduct all of the compensation. Accordingly, the board and the committee have expressly kept the right to award non-deductible compensation when appropriate. Because of uncertainties as to the interpretation of Section 162(m) and related regulations, in spite of Cenveo’s efforts, it is not certain that compensation intended by Cenveo to satisfy the deductibility requirements under Section 162(m) will in fact satisfy those requirements.

      Base Salary. The committee reviews our executives’ salaries each year and fixes base salaries with appropriate performance requirements at levels at or around the mid-point for amounts paid to senior executives with similar qualifications, experience and responsibilities at similar companies. The base salaries also take into account the individual’s performance, experience within the industry and with Cenveo and its predecessors, and the executive’s support of Cenveo’s values. Our Chairman and Chief Executive Officer submits salary recommendations each year to the committee for all other officers. In determining the salary to be paid, the committee considers individual performance, financial and operating performance compared to Cenveo’s internal operating plan and external benchmarking data, as well as whether management has reached certain long-term and short-term strategic goals.

      Cash Bonus Annual Incentive Compensation. We offer bonus incentive compensation to officers and other employees under our cash bonus annual incentive plan described on page 31, to be paid after the end of a fiscal year. Incentive compensation is usually paid as a percentage of each executive’s base salary and is based on how well an executive meets corporate financial goals and individual performance goals established by the committee. The committee sets minimum, target and maximum goals at the beginning of each year by examining Cenveo’s past performance, identifying future objectives and evaluating our ability to achieve corporate goals in light of economic conditions. The weighting of the goals for officers varies from year to year based on our strategic business plan.

      The bonus opportunity for our named executive officers for 2004 was based 70% on Cenveo achieving a specific target consolidated corporate financial measure, earnings before interest, taxes, depreciation and amortization (EBITDA) and 30% on achieving other measures directly related to our long-term strategy, such as employee satisfaction and safety, productivity and customer satisfaction. No incentive cash bonus was paid to any executive for 2004 performance because the minimum consolidated corporate financial goals were not reached.

      Payment of bonuses for 2005 will be based 75% on achieving corporate financial measures and 25% on achieving other measures directly related to our long-term strategy, such as employee satisfaction and safety, productivity, customer satisfaction and financial forecasting. For 2005 a named executive may potentially earn a cash bonus ranging from 50% to 100% of his salary. The committee believes this level of potential award strikes the right balance between incentive and reward without offering undue incentives to management to make short-term decisions that could be harmful for Cenveo’s long-term performance.

      Long-Term Equity Incentive Plan. The committee believes that the long-term interests of stockholders and our key employees, including officers and directors, are more closely linked when key employees are given the opportunity to own our common stock. This provides incentives to reach Cenveo’s long-term goals and is an important instrument for retaining key employees. The amount of stock options and restricted stock granted to any executive is generally tied to level of responsibility, position, salary, individual performance, Cenveo’s financial performance and competitive practices. In addition, the committee considers Cenveo’s average three-year grant run-rate to determine the size of the pool for grants. Management recommends to the committee those executives to whom grants of stock options or restricted shares should be granted and the number of options or restricted shares to be granted to them. The committee solely determines the awards for our Chief Executive Officer.

      In 2004 the committee granted restricted stock and options to purchase common stock to our named executive officers under our long-term equity incentive plan in allocations of approximately 50% options and

50% restricted stock. The approximate combined value for these grants ranged from 100% to 110% of an executive’s salary, according to the values estimated by our independent consultants based on our stock price at the time of each grant, for the named executives other than the Chief Executive Officer. The restricted stock granted to the named executive officers in 2004 will vest in five years on May 1, 2009. There is no incremental vesting of these shares.

      In order to keep our executives’ interests linked to that of our stockholders by motivating executives to remain focused on Cenveo’s long-term performance, the committee also implemented mandatory executive stock ownership requirements ranging from one to five-times base salary, depending on their position. Further details are described on page 19.

      Employment Agreements. The committee believes that the selective use of employment, severance and change in control agreements provides continuity in leadership which benefits Cenveo’s stockholders and employees. Such agreements also allow our executives to focus exclusively on financial and operational issues affecting our business and create an incentive for executives to perform in a manner that will contribute to stockholder value and future growth. Accordingly, we have entered into agreements with the named executive officers which are described on pages 24 through 25.

      Other Annual Compensation. Cenveo makes certain matching contributions to our 401(k) plan described on page 32 on behalf of participants which include executive officers. Our health and insurance plans are the same for all union-free employees. Our executives also receive a car allowance and reimbursement for certain expenses under our executive perquisite and benefits allowance reimbursement plan described on page 31. Benefits and perquisites are targeted to be at the low end of the competitive range to provide reasonable levels of security but so as to not emphasize this compensation component.

Retired Chief Executive Officer Compensation

      Based upon the compensation assessment conducted by the committee’s outside consultants, the committee increased Paul V. Reilly’s salary 3.74% to $641,192 in 2004 from $618,077 in 2003. Paul V. Reilly did not receive a bonus for 2004 because the minimum consolidated corporate financial goals were not reached. Paul V. Reilly’s long-term incentive compensation package for 2004 included options for 275,000 shares of common stock and 120,000 shares of restricted stock, the value of which together represented approximately 200% of his salary at May 1, 2004, according to the values estimated by our independent consultants based on our stock price at the time of grant. Options for 85,000 shares were granted in February 2004 which vest 50% in 2005 and 50% in 2006. Options for 190,000 shares were granted in August 2004 which become exercisable in 20% increments on each of the next five anniversaries of the grant date and the restricted stock vests in five years on May 1, 2009.

      Paul V. Reilly total compensation for 2004, including the estimated value of the grants of options and restricted stock, was established on the basis of a comparison to other Chief Executive Officers with comparable qualifications, experience and responsibilities at comparable companies. Consistent with our executive compensation philosophy, a significant portion of Paul V. Reilly’s total compensation package consisted of long-term incentive compensation.

      On January 6, 2005, Paul V. Reilly announced his resignation as Chairman, President and Chief Executive Officer of Cenveo, although he continued to serve as President and Chief Executive Officer until April 30, 2005 to assist in the transition to a successor. Paul V. Reilly received a pro-rata bonus for 2005 equal to a third of the full amount based on the number of months he served as President and Chief Executive Officer.

Chief Executive Officer Compensation

      On June 22, 2005, we entered into the employment agreement with Mr. Malone described on pages 24 through 25. The compensation package offered to Mr. Malone, consisting of base salary, bonus opportunity and long-term incentive compensation, was based on consideration of the recommendations of the committee’s independent compensation consultants, Mr. Malone’s professional experience and track record of

performance, as well as the company’s particular circumstances. In keeping with our overall philosophy, a significant portion of Mr. Malone’s total compensation package consists of long-term incentive compensation. Based on a study of chief executive officer compensation and recruitment practices of comparable companies conducted by our independent consultants, the committee determined that the compensation offered Mr. Malone, while above the 50th percentile typically targeted by the committee’s compensation policy, was appropriate and in the best interests of the company and its stockholders. In particular, due to the circumstances surrounding Burton’s call for a special meeting and our exploration of strategic alternatives, the committee determined that a severance arrangement should be tailored such that, if terminated in the first year of his employment, Mr. Malone would be entitled to less severance than might otherwise be payable to a chief executive officer in comparable circumstances.

Conclusion

      In summary, the committee believes that our policy of linking executive compensation to Cenveo’s performance was met and that Cenveo’s compensation levels properly reflect our philosophy. The committee believes that compensation for our executive officers has been competitive, appropriate and comparable to similarly situated companies. In addition, Cenveo’s executive compensation programs and policies support our overall objective to enhance stockholder value through the profitable management of Cenveo’s operations. The committee is firmly committed to the ongoing review and evaluation of Cenveo’s executive compensation program.

FIVE-YEAR PERFORMANCE COMPARISON

      The following graph shows the performance of an initial investment of $100 in our common stock compared to equal investments in the S&P 500 Index and a peer group with companies similar to Cenveo (including Consolidated Graphics, Inc., Deluxe Corporation, R. R. Donnelley & Sons Company and Standard Register Company), weighted by market capitalization, over the five-year period beginning December 31, 1999 and ending December 31, 2004. The graph reflects reinvestment of all dividends paid.

      The total stockholder return shown on the graph below is not necessarily indicative of future returns on our common stock.

      This graph does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate the graph by reference therein.

INDEPENDENT PUBLIC AUDITORS

      The audit committee selected Ernst & Young, LLP as our independent auditors for 2005, which selection was ratified by stockholders at the last annual meeting.

Fees

      The following table shows the fees we paid to Ernst & Young in 2004 and 2003:

Auditor Independence

      The audit committee considered the effect that provision of the “Tax fees” fees” may have on the independence of Ernst & Young. These fees amounted to approximately 2.7% of our total fees paid to Ernst & Young in 2003 and approximately 2.3% of our total fees paid in 2004. The committee approved these services and determined that those non-audit services were compatible with maintaining the independence of Ernst & Young as our principal auditor. Ernst & Young provided the committee with the written disclosures required by Independence Standards board Standard No. 1 (independence discussions with audit committees), and the committee discussed with Ernst & Young their independence.

OTHER INFORMATION

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), requires our directors and officers, and persons who own more than 10% of a registered class of our equity securities, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Such persons are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports that they file. To our knowledge, based solely on its review of the copies of such reports received by it with respect to fiscal 2005, or written representations from certain reporting persons, we believe that all filing requirements applicable to its directors, officers and persons who own more than 10% of a registered class of our equity securities have been satisfied, except that (i) filings relating to a stock purchase by Robert G. Burton in May, 2005 and (ii) filings relating to stock purchase by Leonard C. Green in April, 2005, were not filed timely.

Annual Report/Financial Materials

      Cenveo’s 2004 Annual Report was distributed on or about March 11, 2005. The Annual report does not form any part of the material for the solicitation of proxies. Stockholders of record may request free copies of our financial materials (Annual Report, Form 10-K and Proxy Statement) from Cenveo, 8310 South Valley

Highway, #400, Englewood, CO 80112, Attention: Corporate Secretary. These materials may also be accessed on our web site at www.cenveo.com.

Contact the Board

      Stockholders may at any time direct questions to Ms. Rheney, the independent Chairman of the Board, by sending an e-mail to leaddirector@cenveo.com. All communications required by law or regulation to be relayed to the Board will be promptly delivered to the Chairman. The independent Chairman monitors these e-mail messages and facilitates an appropriate response.

IMPORTANT

      Your vote at the special meeting is especially important because of Burton’s attempt to take control of Cenveo and its board of directors. Please sign and date the enclosed GOLD proxy card and return it in the enclosed envelope promptly.

      We urge you not to sign or return any proxy card that may be sent to you by Burton, even as a protest vote against them. If you previously voted on a Burton white proxy card, you have every legal right to change your vote. You can do so simply by signing, dating and returning the enclosed GOLD proxy card. Only your latest dated proxy card will count. Please refer to “Questions & Answers — Voting” for a discussion of how to revoke your proxy.

      If the Cenveo shares you own are held in the name of a broker, bank, or other nominee, only it can sign a GOLD proxy card with respect to your shares and only upon specific instructions from you. Please contact the person responsible for your account and give instructions for a GOLD proxy card to be signed representing your Cenveo shares. We urge you to confirm in writing your instructions to the person responsible for your account and to provide a copy of such instructions to our proxy solicitor, Innisfree M&A Incorporated, at the address indicated below so that it can attempt to ensure that your instructions are followed.

      If you have any questions about executing your proxy or require assistance, please contact:

Innisfree M&A Incorporated

501 Madison Avenue

New York, New York 10022

Stockholders Call Toll Free: (888) 750-5834

Banks and Brokers Call Collect: (212) 750-5833

Appendix I

Information Concerning Persons Who May Be Deemed

Participants In The Company’s Solicitation Of Proxies

      The following table sets forth the name, principal business address and the present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which their employment is carried on, of the directors, director nominees, officers and employees of Cenveo who, under SEC rules, may be deemed “participants” in our solicitation of proxies from its stockholders in connection with the special meeting.

Directors and Nominees

      The principal occupations of our directors and director nominees who may be deemed participants in our solicitation are set forth under “Board of Directors” section of this proxy statement. The name and business addresses of the organizations of employment of our directors and director nominees are as follows:

Officers and Employees

      The principal occupations of our executive officers and other officers and employees who may be deemed “participants” in our solicitation of proxies are set forth below. Unless otherwise indicated, the principal occupation refers to such person’s position with Cenveo, and the business address is Cenveo, Inc., 8310 South Valley Highway, #400, Englewood, Colorado 80112.

Information Regarding Ownership of Cenveo’s Securities by Participants

      None of the persons listed above under “Directors and Nominees” and “Officers and Employees” owns any Cenveo securities of record but not beneficially. The number of shares of our common stock held by directors, director nominees and the named executive officers as of August 1, 2005, is set forth in the “Ownership of Voting Securities” section of this proxy statement. The number of shares of our common stock held by the other officers and employees listed above under “Officers and Employees” as of August 1, 2005 is set forth below.

Information Regarding Transactions in the Company’s Securities by Participants

      The following table sets forth purchases and sales during the twenty-four months following August 1, 2003 of shares of our common stock by the persons listed above under “Directors and Nominees” and “Officers and Employees.” Unless otherwise indicated, all transactions were in the public market and none of the purchase price or market value of those shares is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities. To the extent that any part of the purchase price or market value of any of those shares is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities, the amount of the indebtedness as of the latest practicable date is set forth below. If those funds were borrowed or obtained otherwise than pursuant to a margin account or bank loan in the regular course of business of a bank, broker or dealer, a description of the transaction and the parties is set forth below.