Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On September 15, 2021, Veritiv Corporation (the "Company") entered into a Separation Agreement with Tracy L. Pearson, former Senior Vice President - Supply Chain Operations for the Company (the "Separation Agreement"). Pursuant to the terms of the Separation Agreement, Ms. Pearson will be paid the compensation and benefits described therein, including: (i) the compensation and benefits set forth in Section 4(a) of the Company's Executive Severance Plan arising from a Qualified Termination not in connection with a Change in Control (as such terms are defined in the Executive Severance Plan); (ii) a 2021 Annual Incentive Plan bonus; and (iii) a one-time lump sum cash payment of $240,000. The Separation Agreement also includes and references customary releases, representations, restrictive covenants, non-disparagement and confidentiality provisions.

The foregoing description is not a complete description of the Separation Agreement and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits.

The following exhibits are filed with this report:





Exhibit No.   Exhibit Description

                Separation Agreement, dated as of September 15, 2021, by and between
  10.1        Veritiv Operating Company and Tracy L. Pearson
              Cover Page Interactive Data File (embedded within the Inline XBRL
104           document)

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