Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year

In connection with the new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the "DGCL") and a periodic review of the bylaws of Veritiv Corporation (the "Company"), during meetings held November 1-2, 2022 the Company's board of directors (the "Board") unanimously adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the "Amended and Restated Bylaws"), effective immediately. The Amended and Restated Bylaws, among other things:

· Provide that the voting standard for director elections is a majority of the


   votes cast, with a plurality carveout for a Contested Election of Directors (as
   defined in the Amended and Restated Bylaws) and a resignation policy for
   nominees who do not receive the requisite number of votes;

· Modify the provisions relating to adjournment procedures and lists of


   stockholders entitled to vote at stockholder meetings, in each case, to reflect
   recent amendments to the DGCL;

· Specify the manner in which notice of stockholder meetings shall be deemed


   given;

· Clarify that a quorum at a stockholder meeting, once established, shall not be

broken by the withdrawal of votes;

· Further clarify the powers of the Board and the presiding person of a

stockholder meeting to regulate conduct at such meeting;

· Enhance the procedural mechanics for stockholder nominations of directors and


   submissions of stockholder proposals (other than proposals to be included in
   the Company's proxy statement pursuant to Rule 14a-8 under the Securities
   Exchange Act of 1934, as amended (the "Exchange Act")) at stockholder meetings
   with enhanced procedural mechanics, including, without limitation, to require
   additional disclosures from nominating or proposing stockholders, proposed
   nominees and other persons associated with nominating or proposing stockholders
   and to address matters relating to Rule 14a-19 under the Exchange Act (the
   "Universal Proxy Rules") (e.g., providing the Company a remedy if a stockholder
   fails to satisfy the requirements of the Universal Proxy Rules, requiring
   nominating stockholders to make a representation as to whether they intend to
   use the Universal Proxy Rules, requiring stockholders intending to use the
   Universal Proxy Rules to notify the Company of any change in such intent within
   two business days and to provide reasonable evidence of the satisfaction of the
   requirements of the Universal Proxy Rules at least five business days before
   the applicable meeting, etc.);

· Clarify that the Chairperson of the Board is a director position and provide

for a Lead Director position;

· Provide the Chief Executive Officer express authority to appoint certain

officers;

· Add an emergency bylaw provision to provide clarity and authority to directors


   and certain officers during an emergency situation that would otherwise prevent
   a quorum of the Board or a Board committee from being achieved; and

· Make various other updates, including ministerial and conforming changes, as


   well as changes in furtherance of gender neutrality.

The foregoing summary of the amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





Exhibit No.   Description
  3.1           Amended and Restated Bylaws of Veritiv Corporation, effective as of
              November 1, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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