Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 6, 2021, the Board of Directors of Verso Corporation ("Verso") revised
the duties of Mr. Aaron D. Haas from Senior Vice President of Sales and
Marketing to Senior Vice President of Marketing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Verso held its 2021 Annual Meeting of Stockholders ("Annual Meeting") on May 6,
2021. At the Annual Meeting, Verso's stockholders: (1) elected by a majority of
votes cast at the Annual Meeting five persons - Dr. Robert K. Beckler, Marvin
Cooper, Jeffrey E. Kirt, Randy J. Nebel, and Nancy M. Taylor - to serve as
directors of Verso until its 2022 Annual Meeting of Stockholders and until their
respective successors are elected and qualified; (2) approved, on an advisory
basis, the compensation of Verso's named executive officers as disclosed in the
Proxy Statement dated March 30, 2021 ("Proxy Statement") pursuant to the
compensation disclosure rules of the Securities and Exchange Commission; and (3)
ratified the appointment of Deloitte & Touche LLP to serve as Verso's
independent registered public accounting firm for the year ending December 31,
2021. The proposals considered and acted upon by Verso's stockholders at the
Annual Meeting are described in detail in the Proxy Statement. The total number
of shares present in person or by proxy was equal to 88.44% of the voting power
of the outstanding shares of common stock of the Company entitled to vote at the
Annual Meeting, thereby constituting a quorum for the purpose of the Annual
Meeting. Abstentions and broker non-votes were counted for purposes of
determining whether a quorum was present. The tabulations of the stockholders'
votes cast at the Annual Meeting with respect to the proposals are as follows:
Proposal 1: Election of five persons to serve as directors of Verso until its
2022 Annual Meeting of Stockholders and until their respective successors are
elected and qualified:
Nominees For Against Abstain Broker Non-Votes
Dr. Robert K. Beckler 26,456,981 1,156,456 1,821 1,391,700
Marvin Cooper 26,030,491 1,583,243 1,524 1,391,700
Jeffrey E. Kirt 23,465,270 4,148,162 1,826 1,391,700
Randy J. Nebel 27,168,403 445,103 1,752 1,391,700
Nancy M. Taylor 26,601,458 1,012,152 1,648 1,391,700
Proposal 2: Approval, on an advisory basis, of the compensation of Verso's named
executive officers as disclosed in the Proxy Statement:
For Against Abstain Broker Non-Votes
26,111,530 1,452,679 51,049 1,391,700
Proposal 3: Ratification of the appointment of Deloitte & Touche LLP to serve as
Verso's independent registered public accounting firm for the year ending
December 31, 2021.
For Against Abstain
28,388,003 617,548 1,407
Item 8.01 Other Events
The Board of Directors appointed Mr. John Schultz as Senior Vice President of
Sales on May 6, 2021. On the same date, the Board of Directors of Verso
appointed Kevin Kuznicki as Senior Vice President, General Counsel and
Secretary, and designated the following officers as executive officers as
defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended: Mr.
Randy Nebel, President and Chief Executive Officer; Mr. Allen J. Campbell,
Senior Vice President and Chief Financial Officer; Mr. Kevin Kuznicki, Senior
Vice President, General Counsel and Secretary; and Mr. Terrance M. Dyer, Senior
Vice President of Human Resources, Communications and Environmental, Health and
Safety.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibit
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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