SEC Document


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 13, 2016 (May 12, 2016)
________

VERITIV CORPORATION
(Exact name of registrant as specified in its charter)
________
Delaware
(State or other jurisdiction of incorporation)

001-36479
 
42-3234977
(Commission File Number)
 
(IRS Employer Identification No.)

1000 Abernathy Road NE
Building 400, Suite 1700
Atlanta, GA
(Address of principal executive offices)



30328
(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 240.14d-2(b))    

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







 


Item 5.03



Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Veritiv Corporation (“Veritiv” or the “Company”) held on May 12, 2016, the stockholders approved an amendment to the Amended and Restated Certificate of Incorporation of Veritiv providing for removal of directors with or without cause (the “Amendment”). Accordingly, on May 12, 2016, 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 16,000,753 shares of Veritiv common stock outstanding and entitled to vote, 15,655,941 shares were represented, constituting a quorum.  At the meeting, Veritiv stockholders voted on four proposals and cast their votes as described below. The proposals are described in detail in Veritiv’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2016 (the “Proxy Statement”).
  
Item No. 1 :
Veritiv stockholders elected as directors the seven nominees named in the Proxy Statement and recommended by the Board to serve for a one year term expiring at the 2017 Annual Meeting of Stockholders and until their respective successors are elected and qualified, as follows:
  
 
 
 
Votes
 
Broker
 
Name
Votes For
Against
Abstentions
Non-Votes
 
 
 
 
 
 
 
Daniel T. Henry
14,758,747
207,891
3,950
685,339
 
 
 
 
 
 
 
Mary A. Laschinger
14,747,557
219,097
3,934
685,339
 
 
 
 
 
 
 
Tracy A. Leinbach
14,927,964
38,626
3,997
685,339
 
 
 
 
 
 
 
William E. Mitchell
14,884,213
82,399
3,976
685,339
 
 
 
 
 
 
 
Michael P. Muldowney
14,757,868
208,828
3,892
685,339
 
 
 
 
 
 
 
Charles G. Ward, III
14,927,653
39,002
3,933
685,339
 
 
 
 
 
 
 
John J. Zillmer
14,752,814
213,743
4,031
685,339
 
 
 
 
 
 
Item No. 2:
Veritiv stockholders ratified the appointment of Deloitte & Touche LLP as Veritiv’s independent registered public accounting firm for 2016, as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes

15,603,611
43,120
9,210
0
  
Item No. 3:
Veritiv stockholders approved, on an advisory basis, Veritiv’s executive compensation, as follows:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes

14,318,690
641,742
10,156
685,339
  




Item No. 4:

Veritiv stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for removal of directors with or without cause, as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes

15,552,196
43,190
60,555
0
 
 
 
 

Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
3.1
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Veritiv Corporation dated May 12, 2016.








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: May 13, 2016
/s/ Mark W. Hianik
 
Mark W. Hianik
 
Senior Vice President, General Counsel & Corporate Secretary
  





 
 
EXHIBIT INDEX 
 
Exhibit
Number
 
Description of Exhibit

3.1


 

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Veritiv Corporation dated May 12, 2016