MIAMISBURG, Ohio, Sept. 12, 2018 /PRNewswire/ -- Verso Corporation
(NYSE: VRS) today issued the following statement in response to a
September 4, 2018, report issued by
Institutional Shareholder Services (ISS) relating to the election
of directors at Verso's 2018 Annual Meeting of Stockholders.
We believe that ISS reached the wrong conclusion in failing to
recommend that stockholders vote in favor of four of five of
Verso's highly qualified and experienced director nominees. ISS's
recommendation ignores Verso's transformative success and
significant stockholder value creation following emergence from
Chapter 11 on July 15, 2016, as well
as the roles that each of Messrs. Alan
Carr, Eugene Davis,
Steven Scheiwe and Jay Shuster have played in those efforts.
Rather, ISS's "withhold" recommendation for these nominees is
premised solely on Verso not having removed the supermajority vote
requirements contained in our organizational documents and lack of
gender diversity on the board.
We note that the supermajority vote provisions contained in
Verso's organizational documents were approved and adopted as a
part of Verso's reorganization only two years ago, and do not
believe that such provisions adversely impair stockholder rights.
In addition, ISS only recently adopted its policy, effective in
2017, which was after Verso's supermajority vote provisions were
adopted, to treat such supermajority vote provisions as a
governance failure resulting in "withhold" recommendations for
members of corporate governance and nominating committees. As
such, ISS's recommendation is contrary to the legitimate governance
choices of Verso's stockholders made in 2016 when these provisions
were approved for inclusion in Verso's organizational
documents. However, Verso is not averse to the adoption of
majority provisions if our stockholders wish such provisions to be
included in our organizational documents. Accordingly, after
Verso's 2018 annual meeting of stockholders, the board of directors
will consider submitting to our stockholders, at our annual meeting
to be held in 2019, a proposal to remove the supermajority vote
provisions or impose a sunset requirement on such provisions.
Further, we note that prior to the 2019 annual meeting of
stockholders, the Corporate Governance and Nominating Committee of
the board of directors expects to seek to identify additional
potential director nominees from a candidate pool that includes
women and individuals from minority groups.
We believe that all of Verso's board nominees merit a "For" vote
from Verso stockholders.
In addition to the foregoing, Verso notes that ISS maintains in
its report that Mr. Davis sits on the boards of the following
public companies: Bluestem Group Inc. and Titan Energy LLC.
Bluestem Group Inc. is a privately held company that does not have
common stock registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Titan
Energy LLC filed a form 15 on June 6,
2018 to terminate registration under the Exchange
Act.
About Verso
Verso Corporation is the turn-to company for those looking to
successfully navigate the complexities of paper sourcing and
performance. The leading North American producer of printing and
specialty papers and pulp, Verso provides insightful solutions that
help drive improved customer efficiency, productivity, brand
awareness and business results. Verso's long-standing reputation
for quality and reliability is directly tied to our vision to be a
company with passion that is respected and trusted by all. Verso's
passion is rooted in ethical business practices that demand safe
workplaces for our employees and sustainable wood sourcing for our
products. This passion, combined with our flexible manufacturing
capabilities and an unmatched commitment to product performance,
delivery and service, make Verso a preferred choice among
commercial printers, paper merchants and brokers, converters,
publishers and other end users. For more information, visit us
online at versoco.com.
Forward-Looking Statements
In this press release, all statements that are not purely
historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Exchange Act. Forward-looking statements may be identified by the
words "believe," "expect," "anticipate," "project," "plan,"
"estimate," "intend," "potential" and other similar expressions.
Forward-looking statements are based on currently available
business, economic, financial, and other information and reflect
management's current beliefs, expectations, and views with respect
to future developments and their potential effects on Verso. Actual
results could vary materially depending on risks and uncertainties
that may affect Verso and its business. Verso's actual actions and
results may differ materially from what is expressed or implied by
these statements due to a variety of factors, including those risks
and uncertainties listed under the caption "Risk Factors" in
Verso's Form 10-K for the fiscal year ended December 31, 2017 and from time to time in
Verso's other filings with the Securities and Exchange Commission.
Verso assumes no obligation to update any forward-looking statement
made in this press release to reflect subsequent events or
circumstances or actual outcomes.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/verso-corporation-comments-on-iss-report-300711667.html
SOURCE Verso Corporation