Current Report Filing (8-k)
September 28 2018 - 6:08AM
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): September 24, 2018
VERSO CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-34056
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75-3217389
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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8540 Gander Creek Drive
Miamisburg, Ohio 45342
(Address, including zip code, of principal executive offices)
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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
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Submission of Matters to a Vote of Security Holders.
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Verso Corporation (Verso) held its 2018 Annual Meeting of Stockholders (the Annual Meeting) on September 24, 2018.
At the Annual Meeting, Versos stockholders (1) elected by a plurality of votes cast at the Annual Meeting five persons Alan J. Carr, Eugene I. Davis, B. Christopher DiSantis, Steven D. Scheiwe and Jay Shuster to serve
as directors of Verso until its 2019 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 August 23, 2018 (the Proxy Statement) pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and (3) ratified the appointment of Deloitte & Touche LLP to
serve as Versos independent registered public accounting firm for the year ending December 31, 2018. 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:
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1.
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Election of five persons to serve as directors of Verso until its 2019 Annual Meeting of Stockholders and until
their respective successors are elected and qualified:
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Nominee
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For
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Withhold
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Broker Non-Votes
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Alan J. Carr
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12,917,624
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14,750,388
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2,136,755
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Eugene I. Davis
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12,799,727
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14,868,285
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2,136,755
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B. Christopher DiSantis
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27,013,591
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654,421
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2,136,755
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Steven D. Scheiwe
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17,068,887
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10,599,125
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2,136,755
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Jay Shuster
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16,151,909
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11,516,103
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2,136,755
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2.
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Approval, on an advisory basis, of the compensation of Versos named executive officers as disclosed in
the Proxy Statement:
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For
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Against
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Abstain
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Broker
Non-Votes
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26,752,515
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891,385
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24,112
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2,136,755
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3.
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Ratification of the appointment of Deloitte & Touche LLP to serve as Versos independent
registered public accounting firm for the year ending December 31, 2018:
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For
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Against
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Abstain
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Broker
Non-Votes
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28,605,873
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1,198,335
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559
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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.
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Date: September 27, 2018
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VERSO CORPORATION
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By:
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/s/ Allen J. Campbell
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Allen J. Campbell
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Senior Vice President and Chief Financial Officer
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