Current Report Filing (8-k)
May 18 2017 - 4:50PM
Edgar (US Regulatory)
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 12, 2017
VERSO CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-34056
|
|
75-3217389
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification Number)
|
8540 Gander Creek Drive
Miamisburg, Ohio 45342
(Address of principal executive offices) (zip code)
(877) 855-7243
(Registrants telephone number, including area code)
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))
|
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 5.07 Submission of Matters to a Vote of Security Holders.
Verso Corporation (Verso) held its 2017 Annual Meeting of Stockholders (the Annual Meeting) on May 12, 2017.
At the Annual Meeting, Versos stockholders (1) elected seven persons Robert M. Amen, Alan J. Carr, Eugene I. Davis, B. Christopher DiSantis, Jerome L. Goldman, Steven D. Scheiwe and Jay Shuster to serve as directors of
Verso until its 2018 Annual Meeting of Stockholders and until their respective successors are elected and qualified; (2) approved, on an advisory basis, the compensation of Versos named executive officers as disclosed in the Proxy
Statement dated April 12, 2017 (the Proxy Statement) pursuant to the compensation disclosure rules of the Securities and Exchange Commission; (3) approved, on an advisory basis, Verso conducting an advisory stockholder vote to
approve the compensation of its named executive officers every year; and (4) ratified the appointment of Deloitte & Touche LLP to serve as Versos independent registered public accounting firm for the year ending December 31,
2017. The proposals considered and acted upon by Versos stockholders at the Annual Meeting are described in detail in the Proxy Statement. The tabulations of the stockholders votes cast at the Annual Meeting with respect to the proposals
are as follows:
1.
|
Election of seven persons to serve as directors of Verso until its 2018 Annual Meeting of Stockholders and until their respective successors are elected and qualified:
|
|
|
|
|
|
|
|
Nominee
|
|
For
|
|
Withhold
|
|
Broker Non-Votes
|
Robert M. Amen
|
|
15,504,535
|
|
6,682,813
|
|
3,733,822
|
Alan J. Carr
|
|
16,661,235
|
|
5,526,113
|
|
3,733,822
|
Eugene I. Davis
|
|
19,155,874
|
|
3,031,474
|
|
3,733,822
|
B. Christopher DiSantis
|
|
22,161,352
|
|
25,996
|
|
3,733,822
|
Jerome L. Goldman
|
|
22,161,318
|
|
26,030
|
|
3,733,822
|
Steven D. Scheiwe
|
|
22,161,191
|
|
26,157
|
|
3,733,822
|
Jay Shuster
|
|
22,161,357
|
|
25,991
|
|
3,733,822
|
Stockholders were not provided the option to abstain from voting on this proposal.
2.
|
Approval, on an advisory basis, of the compensation of Versos named executive officers as disclosed in the Proxy Statement:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
20,486,656
|
|
1,227,337
|
|
473,355
|
|
3,733,822
|
3.
|
Approval, on an advisory basis, of the frequency every one, two or three years with which Verso will conduct an advisory stockholder vote to approve the compensation of its named executive officers:
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstain
|
|
Broker Non-Votes
|
21,250,545
|
|
909
|
|
473,729
|
|
462,165
|
|
3,733,822
|
Consistent with these results, Verso will conduct an advisory stockholder vote to approve the compensation of
its named executive officers every year until the next required advisory stockholder vote on the frequency with which Verso will conduct an advisory stockholder vote on executive compensation.
4.
|
Ratification of the appointment of Deloitte & Touche LLP to serve as Versos independent registered public accounting firm for the year ending December 31, 2017:
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
24,709,803
|
|
1,208,489
|
|
2,878
|
|
|
Item 7.01
|
Regulation FD Disclosure.
|
At the conclusion of the Annual Meeting, B. Christopher
DiSantis, the President and Chief Executive Officer and a director of Verso, delivered a statement addressing Versos performance in 2016 and its priorities in 2017 and beyond. A copy of Mr. DiSantis statement is included as Exhibit
99.1 to this report.
During his statement, Mr. DiSantis referenced Versos Adjusted EBITDA for the fiscal year ended
December 31, 2016. The table set forth below reconciles net (loss) income to Adjusted EBITDA for the fiscal year ended December 31, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Predecessor
|
|
|
|
|
|
|
|
|
Successor
|
|
(Dollars in millions)
|
|
January 1, 2016
Through
July 14,
2016
|
|
|
|
|
|
|
|
|
July 15, 2016
Through
December 31,
2016
|
|
Net (loss) income
|
|
$
|
1,178
|
|
|
|
|
|
|
|
|
|
|
$
|
(32
|
)
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20
|
)
|
Interest expense, net
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
Depreciation, amortization, and depletion
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
$
|
1,317
|
|
|
|
|
|
|
|
|
|
|
$
|
58
|
|
Adjustments to EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reorganization items, net
(1)
|
|
|
(1,338
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges
(2)
|
|
|
151
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
Fresh-start accounting adjustments
(3)
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
46
|
|
Losses (gains) on disposal of assets
(4)
|
|
|
(57
|
)
|
|
|
|
|
|
|
|
|
|
|
2
|
|
Pre- and post-reorganization costs
(5)
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
Other items, net
(6)
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
95
|
|
|
|
|
|
|
|
|
|
|
$
|
133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Net gains associated with the Chapter 11 cases.
|
|
(2)
|
Charges are primarily associated with the closure of the Wickliffe mill, of which $137 million is non-cash.
|
|
(3)
|
Non-cash charges related to the one-time impacts of adopting fresh-start accounting.
|
|
(4)
|
Realized losses (gains) on the sale of assets, which are primarily attributable to the sale of hydroelectric facilities in January 2016.
|
|
(5)
|
Costs incurred in connection with advisory and legal services related to planning for and emerging from the Chapter 11 cases.
|
|
(6)
|
Amortization of non-cash incentive compensation, unrealized losses (gains) on energy-related derivative contracts, Wickliffe operating costs while idled, and miscellaneous other non-recurring adjustments.
|
The information included in this Item 7.01, including Exhibit 99.1, is furnished pursuant to Item 7.01, is not to
be considered filed under the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any of Versos previous or future filings under the Securities Act of 1933, as amended.
Item 9.01
|
Financial Statements and Exhibits.
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
99.1
|
|
Statement by B. Christopher DiSantis delivered at the Annual Meeting on May 12, 2017.
|
SIGNATURE
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.
Date: May 18, 2017
|
|
|
VERSO CORPORATION
|
|
|
By:
|
|
/s/ Peter H. Kesser
|
|
|
|
|
|
Peter H. Kesser
|
|
|
Senior Vice President,
|
|
|
General Counsel and Secretary
|
EXHIBIT INDEX
|
|
|
Exhibit
Number
|
|
Description
|
|
|
99.1
|
|
Statement by B. Christopher DiSantis delivered at the Annual Meeting on May 12, 2017.
|
Verso (NYSE:VRS)
Historical Stock Chart
From Aug 2024 to Sep 2024
Verso (NYSE:VRS)
Historical Stock Chart
From Sep 2023 to Sep 2024