VERITIV CORPORATION (NYSE:VRTV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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VERITIV CORPORATION (NYSE:VRTV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, at the 2017 Annual Meeting of
Stockholders (the Annual Meeting) of Veritiv Corporation (Veritiv
or the Company) held on May25, 2017, the Companys stockholders
approved the Veritiv Corporation 2014 Omnibus Incentive Plan, as
amended and restated (the Equity Plan), and the Veritiv
Corporation 2015 Annual Incentive Plan, as amended and restated
(the Cash Plan and, together with the Equity Plan, the Plans),
which had been previously approved by the Companys Board of
Directors (the Board), subject to stockholder approval.

A summary of the material terms of the Equity Plan and the Cash
Plan is set forth under Proposal 4 and Proposal 5, respectively,
of the Companys definitive proxy statement on Schedule 14A, filed
with the Securities and Exchange Commission (the Commission) on
April13, 2017 (the Proxy Statement). The summaries of the Plans
are qualified in their entirety by reference to the full text of
the Plans, copies of which are set forth as Appendix A and
Appendix B, respectively, to the Proxy Statement, and
incorporated by reference herein as Exhibits 10.1 and 10.2,
respectively.

Item 5.07.

Submission of Matters to a Vote of Security
Holders.

At the Annual Meeting, of the 15,690,745 shares of Veritiv common
stock outstanding and entitled to vote,15,006,629 shares were
represented, constituting a quorum. At the meeting, Veritiv
stockholders voted on five proposals and cast their votes as
described below. The proposals are described in detail in the
Proxy Statement.

Item No.1 :

Veritiv stockholders elected as directors the eight
nominees named in the Proxy Statement and recommended by
the Board to serve for a one year term expiring at the 2018
Annual Meeting of Stockholders and until their respective
successors are elected and qualified, as follows:

Votes

Broker

Name

VotesFor

Against

Abstentions

Non-Votes

Daniel T. Henry

13,630,655

107,777

5,262

1,262,935

Lisa K. Landsman

13,624,713

113,831

5,150

1,262,935

Mary A. Laschinger

13,208,871

529,679

5,141

1,262,935

Tracy A. Leinbach

13,629,023

109,496

5,175

1,262,935

William E. Mitchell

13,630,423

107,817

5,454

1,262,935

Michael P. Muldowney

13,629,892

108,820

4,982

1,262,935

Charles G. Ward,III

13,628,699

109,883

5,111

1,262,935

John J. Zillmer

13,543,321

195,304

5,069

1,262,935

Item No.2:

Veritiv stockholders ratified the appointment of Deloitte
Touche LLP as Veritivs independent registered public
accounting firm for 2017, as follows:

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

14,978,586

20,192

7,851

Item No.3:

Veritiv stockholders approved, on an advisory basis,
Veritivs executive compensation, as follows:

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

13,673,837

61,018

8,839

1,262,935

Item No.4:

Veritiv stockholders approved the Veritiv Corporation
2014 Omnibus Incentive Plan, as amended and restated to
increase the number of shares available for issuance
under the plan and to modify the performance goals that
may be used to grant awards that are intended to qualify
as performance-based compensation, as follows:

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

10,288,665

2,591,942

863,087

1,262,935

Item No.5:

Veritiv stockholders approved the Veritiv Corporation
2015 Annual Incentive Plan, as amended and restated to
modify the performance goals that may be used to grant
awards that are intended to qualify as performance-based
compensation, as follows:

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

12,828,225

51,540

863,929

1,262,935

Item9.01.

Financial Statements and Exhibits.

(d)Exhibits.

10.1

Veritiv Corporation 2014 Omnibus Incentive Plan, as
amended and restated effective March8, 2017, incorporated
by reference to Appendix A of the Companys Definitive
Proxy Statement on Schedule 14A, as filed with the
Commission on April13, 2017.

10.2

Veritiv Corporation 2015 Annual Incentive Plan, as
amended and restated effective March8, 2017, incorporated
by reference to Appendix B of the Companys Definitive
Proxy Statement on Schedule 14A, as filed with the
Commission on April13, 2017.


About VERITIV CORPORATION (NYSE:VRTV)

Veritiv Corporation (Veritiv) is a business-to-business distributor of print, publishing, packaging, facility and logistics solutions. Veritiv operates through four segments: Print, Publishing, Packaging and Facility Solutions. The Print segment sells and distributes commercial printing, writing, copying, digital, wide format and specialty paper products, graphics consumables and graphics equipment. The Publishing segment sells and distributes coated and uncoated commercial printing papers to publishers, retailers, converters, printers and specialty businesses. The Packaging segment provides standard and custom packaging solutions. The Facility Solutions segment sources and sells cleaning, break-room and other supplies, such as towels, tissues, wipers and dispensers, can liners, commercial cleaning chemicals, soaps and sanitizers, sanitary maintenance supplies and equipment, safety and hazard supplies, and shampoos and amenities.

VERITIV CORPORATION (NYSE:VRTV) Recent Trading Information

VERITIV CORPORATION (NYSE:VRTV) closed its last trading session 00.00 at 44.45 with 140,664 shares trading hands.