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): May 5, 2023 (May 3, 2023)
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) | | (I.R.S. Employer Identification No.) |
| 1000 Abernathy Road NE | | |
| Building 400, Suite 1700 | | |
| Atlanta, Georgia | | 30328 |
(Address of principal executive
offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (770) 391-8200
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) |
| ¨ | 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 |
| 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Veritiv Corporation (“Veritiv” or the “Company”) held on May 3, 2023, the shareholders approved an amendment to the Amended and Restated Certificate of Incorporation of Veritiv (the “Charter”) providing for an amendment to the Charter to provide for the exculpation of officers as permitted by Delaware law (the “Amendment”). Accordingly, on May 5, 2023, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware implementing the Amendment. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, of the 13,545,458 shares of Veritiv common stock outstanding and entitled to vote, 12,579,582 shares were represented, constituting a quorum. At the Annual Meeting, Veritiv shareholders voted on four proposals and cast their votes as described below. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 17, 2023 (the “Proxy Statement”).
| Item No. 1 : | Veritiv shareholders elected as directors the nine nominees named in the Proxy Statement and recommended by the Company’s Board of Directors to serve for a one year term expiring at the 2024 Annual Meeting of Shareholders and until their respective successors are elected and qualified, as follows: |
| | | | | Votes | | | | Broker |
| Name | | Votes For | | Against | | Abstentions | | Non-Votes |
| Salvatore A. Abbate | | 11,681,170 | | 43,134 | | 5,081 | | 850,197 |
| | | | | | | | | |
| Autumn R. Bayles | | 11,415,830 | | 304,629 | | 8,926 | | 850,197 |
| | | | | | | | | |
| Shantella E. Cooper | | 11,462,884 | | 257,592 | | 8,909 | | 850,197 |
| | | | | | | | | |
| David E. Flitman | | 11,544,546 | | 179,362 | | 5,477 | | 850,197 |
| | | | | | | | | |
| Tracy A. Leinbach | | 11,463,494 | | 260,449 | | 5,442 | | 850,197 |
| | | | | | | | | |
| Stephen E. Macadam | | 11,559,522 | | 161,437 | | 8,426 | | 850,197 |
| | | | | | | | | |
| Gregory B. Morrison | | 11,573,515 | | 146,941 | | 8,929 | | 850,197 |
| | | | | | | | | |
| Michael P. Muldowney | | 11,572,675 | | 151,790 | | 4,920 | | 850,197 |
| | | | | | | | | |
| Charles G. Ward, III | | 11,547,204 | | 176,890 | | 5,291 | | 850,197 |
| Item No. 2: | Veritiv shareholders ratified the appointment of Deloitte & Touche LLP as Veritiv’s independent registered public accounting firm for 2023, as follows: |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 12,520,934 | | 54,827 | | 3,821 | | 0 |
| Item No. 3: | Veritiv shareholders approved, on an advisory basis, Veritiv’s executive compensation, as follows: |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 11,453,639 | | 264,499 | | 11,247 | | 850,197 |
| Item No. 4: | Veritiv shareholders approved the Amendment to the Company’s Charter to provide for the exculpation of officers as permitted by Delaware law, as follows: |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 10,919,963 | | 797,136 | | 12,286 | | 850,197 |
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are included 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 |
| | | |
| Dated: | May 5, 2023 | | /s/ Susan B. Salyer |
| | | Susan B. Salyer |
| | | Senior Vice President, General Counsel & Corporate Secretary |
