UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2020 (February 19, 2020)
VERITIV CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-36479 | | 46-3234977 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
| 1000 Abernathy Road NE | | |
| Building 400, Suite 1700 | | |
| Atlanta, GA | | 30328 |
(Address of principal executive
offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (770) 391-8200
(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) |
| | |
| ¨ | 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 240.14d2(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 |
| Common stock, $0.01 par value | VRTV | 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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 19, 2020, the Board of Directors (the “Board”) of Veritiv Corporation (the “Company”) appointed Shantella E. Cooper as a member of the Board. A copy of the press release announcing the appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The Board determined that Ms. Cooper is an independent director under applicable NYSE listing rules and appointed her to the Compensation and Leadership Development Committee and the Nominating and Governance Committee of the Board.
There are no arrangements or understandings between Ms. Cooper and any other persons pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Cooper that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Ms. Cooper will be entitled to receive compensation for her service as a director in accordance with the Company’s standard compensation arrangements for non-employee directors, as adjusted by the Board from time to time. In addition, Ms. Cooper and the Company will enter into an indemnification agreement substantially in the form entered into with the current directors of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this report:
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.
| | VERITIV CORPORATION |
| | |
| | |
| Date: February 24, 2020 | /s/ Mark W. Hianik |
| | Mark W. Hianik |
| | Senior Vice President, General Counsel & Corporate Secretary |
