UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 25, 2019 (November 11, 2019)
VERSO CORPORATION
(Exact name of registrant as specified in charter)
| Delaware | 001-34056 | 75-3217389 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
8540 Gander Creek Drive Miamisburg, Ohio 45342 |
| (Address of principal executive offices, including zip code) |
(877) 855-7243
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A common stock, par value $0.01 per share | VRS | New York Stock Exchange |
| Rights to Purchase Series A Junior Participating Preferred Stock, par value $0.01 per share | N/A | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
true
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Directors
Effective November 14, 2019, the board of directors (the “Board”) of Verso Corporation (“Verso”) appointed Nancy M. Taylor and Randy J. Nebel to the Board to fill vacancies on the Board. Verso disclosed the appointments of Ms. Taylor and Mr. Nebel in a Current Report on Form 8-K filed on November 15, 2019 (the “Original 8-K”). Committee assignments for Ms. Taylor and Mr. Nebel were not determined as of the filing of the Original 8-K.
On November 22, 2019, the Board appointed Mr. Nebel to its Compensation Committee and Corporate Governance and Nominating Committee and appointed Ms. Taylor to its Audit Committee and Corporate Governance and Nominating Committee. All committee appointments were made effective immediately. Each of Ms. Taylor and Mr. Nebel will stand for election at the Company’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”).
Additional Information and Where to Find It
In connection with the solicitation of proxies in connection with the matters to be considered at Verso’s 2019 annual meeting of stockholders (the “Annual Meeting”), the Company expects to file a definitive proxy statement and WHITE proxy card, as well as other materials, with the Securities and Exchange Commission (“SEC”). WE URGE INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD, AND THESE OTHER MATERIALS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING. Investors may obtain copies of these documents free of charge at the SEC’s website (www.sec.gov) and from the Company.
Participants in the Solicitation
The Company, its directors, executive officers and other persons related to the Company may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the matters to be considered at the Annual Meeting. Information about the directors and executive officers of the Company and their ownership of Company common stock will be forth in the definitive proxy statement for the Annual Meeting. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement for the Annual Meeting and other relevant materials to be filed with the SEC when such materials become available.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Verso Corporation |
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| Date: November 25, 2019 | By: | /s/ Allen J. Campbell | |
| | | Allen J. Campbell |
| | | Senior Vice President and Chief Financial Officer |
