VERSO CORPORATION (NYSE:VRS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 Submission of Matters to a Vote of Security Holders.
Verso Corporation (Verso) held its 2017 Annual Meeting of
Stockholders (the Annual Meeting) on May12, 2017. Atthe 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 April12, 2017 (the Proxy Statement) 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 December31, 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 |
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 December31, 2017: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
24,709,803 |
1,208,489 | 2,878 |
| Item7.01 | 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 December31, 2016. The table set
forth below reconciles net (loss) income to Adjusted EBITDA for
the fiscal year ended December31, 2016.
| Predecessor | Successor | |||||||||||||||
| (Dollars in millions) | January1,2016 Through July14, | July15,2016 Through December31, | ||||||||||||||
|
Net (loss) income |
$ | 1,178 | $ | (32 | ) | |||||||||||
|
Income tax expense |
(20 | ) | ||||||||||||||
|
Interest expense, net |
||||||||||||||||
|
Depreciation, amortization, and depletion |
||||||||||||||||
|
EBITDA |
$ | 1,317 | $ | |||||||||||||
|
Adjustments to EBITDA: |
||||||||||||||||
|
Reorganization items, net (1) |
(1,338 | ) | ||||||||||||||
|
Restructuring charges (2) |
||||||||||||||||
|
Fresh-start accounting adjustments (3) |
||||||||||||||||
|
Losses (gains) on disposal of assets (4) |
(57 | ) | ||||||||||||||
|
Pre- and post-reorganization costs (5) |
||||||||||||||||
|
Other items, net (6) |
||||||||||||||||
|
Adjusted EBITDA |
$ | $ | ||||||||||||||
| (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 Item7.01, including Exhibit
99.1, is furnished to Item7.01, 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.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit Number |
Description |
|
| 99.1 |
Statement by B. Christopher DiSantis delivered at the Annual Meeting on May 12, 2017. |
VERSO CORPORATION (NYSE:VRS) Recent Trading Information
VERSO CORPORATION (NYSE:VRS) closed its last trading session down -0.39 at 3.86 with 362,827 shares trading hands.