UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~ December 8, 2022 (~~November~~December 12, 2022)

VERITIV CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-36479		46-3234977
(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

1000 Abernathy Road NE
Building 400, Suite 1700
Atlanta, Georgia		30328
Atlanta, GA		30328
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (770) 391-8200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.~~14d-2~~14d2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	VRTV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.0302 ~~Amendments~~Departure toof ~~Articles~~Directors or Certain Officers; Election of ~~Incorporation~~Directors; orAppointment ~~Bylaws~~of Certain Officers; ~~Change~~Compensatory inArrangements ~~Fiscal~~of ~~Year~~Certain Officers.

InOn ~~connection~~December ~~with~~8, 2022, the ~~new~~board ~~Securities~~of ~~and~~directors ~~Exchange~~(the ~~Commission rules~~“Board”) ~~regarding~~of ~~universal~~Veritiv ~~proxy~~Corporation ~~cards,~~(“Veritiv” ~~certain~~or ~~recent~~the ~~changes~~“Company”) toannounced ~~the~~that ~~Delaware~~Stephen ~~General~~J. ~~Corporation~~Smith ~~Law~~will (retire from the ~~“DGCL”)~~Company on ~~and~~September a30, ~~periodic review~~2023. ofThe ~~the~~Board ~~bylaws~~has ofappointed ~~Veritiv~~Eric ~~Corporation~~J. ~~(the~~Guerin ~~“Company”),~~to ~~during~~serve ~~meetings~~initially ~~held~~as ~~November~~Senior 1Vice President -2, ~~2022~~Finance ~~the~~beginning ~~Company’s~~on ~~board~~January of1, ~~directors~~2023 ~~(the~~and ~~“Board”)~~then ~~unanimously~~as ~~adopted~~Senior ~~amended~~Vice President and ~~restated~~Chief ~~bylaws~~Financial ofOfficer ~~the~~effective ~~Company~~March (1, 2023. Mr. Smith will step down from the ~~bylaws,~~Chief Financial Officer role as soof ~~amended~~March 1, 2023 and ~~restated,~~ will remain with the ~~“Amended~~Company ~~and~~through ~~Restated~~September ~~Bylaws”)~~30, ~~effective~~2023 ~~immediately.~~to ~~The~~assist ~~Amended~~with ~~and~~the ~~Restated~~transition ~~Bylaws,~~and serve ~~among~~in ~~other~~an ~~things:~~advisory role.

·Mr. ~~Provide~~Guerin, ~~that~~51, ~~the~~previously ~~voting~~served ~~standard~~as ~~for~~Executive ~~director~~Vice ~~elections~~President isand aChief Financial ~~majority~~Officer of ~~the~~CDK ~~votes~~Global, ~~cast~~Inc., ~~with~~ a ~~plurality~~provider ~~carveout~~of ~~for~~retail technology and software-as-a-service ~~Contested~~solutions ~~Election~~from ofJanuary ~~Directors~~18, (2021 until July 22, 2022. Mr. Guerin also served as ~~defined~~Division inVice ~~the~~President, ~~Amended~~Finance from August 2020 through January 18, 2021 and ~~Restated~~as ~~Bylaws)~~Division Vice President and Sector Chief Financial Officer, Corning Glass Technologies from September 2016 through August 2020 for Corning Incorporated, a ~~resignation~~provider ~~policy~~of specialty glass, ceramics and related materials and technologies for ~~nominees~~industrial ~~who~~and doscientific ~~not~~applications. ~~receive~~Earlier ~~the~~in his ~~requisite~~career, Mr. Guerin served in a number of ~~votes;~~financial management roles for various public companies, including Flowserve Corporation, Novartis and Johnson & Johnson. Mr. Guerin serves as a member of the board of directors for Skyworks Solutions, Inc.

·Mr. ~~Modify~~Guerin ~~the~~obtained ~~provisions~~a ~~relating~~Masters toof ~~adjournment~~Business ~~procedures~~Administration ~~and~~from ~~lists~~St. ofJohn’s University ~~stockholders~~and ~~entitled~~a toBachelor ~~vote~~of atScience ~~stockholder meetings,~~ in ~~each~~Accounting ~~case,~~from tothe ~~reflect~~College ~~recent~~of ~~amendments~~Staten ~~to the DGCL;~~Island.

·There ~~Specify~~are no family relationships between any director or executive officer and Mr. Guerin. Additionally, there are no transactions involving the ~~manner~~Company inand ~~which~~Mr. ~~notice~~Guerin ofthat ~~stockholder~~the ~~meetings~~Company ~~shall~~would be ~~deemed~~required to ~~given;~~report pursuant to Item 404(a) of Regulation S-K.

·The ~~Clarify~~Company ~~that~~entered ainto ~~quorum~~an employment offer letter on December 2, 2022 (the “Offer Letter”) with Mr. Guerin establishing his compensation. Pursuant to the Offer Letter, Mr. Guerin will receive an annual salary of $600,000, and is eligible to receive an annual incentive bonus targeted at a85% ~~stockholder~~of base ~~meeting~~salary (currently $510,000) ~~once~~and payable upon the attainment of one or more pre-established performance metrics established by the Board or the Compensation and Leadership Development Committee of the Board, ~~shall~~and beginning in 2023 an annual equity grant under Veritiv’s Long-Term Incentive Program targeted at $1,500,000. Mr. Guerin will additionally receive a sign-on equity grant of restricted stock units in the target amount of $500,000, cliff vesting after three years. The foregoing description of the Offer Letter is not becomplete and ~~broken~~is qualified in its entirety by reference to the ~~withdrawal~~Offer Letter, a copy of ~~votes;~~which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

·Item ~~Further~~7.01 ~~clarify~~Regulation ~~the~~FD ~~powers of the Board and the presiding person of a stockholder meeting to regulate conduct at such meeting;~~Disclosure.

·On ~~Enhance~~December ~~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~~2022, ~~including,~~Veritiv ~~without~~issued 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~~press ~~Act~~release ~~(the~~attached ~~“Universal~~as ~~Proxy Rules”) (e~~Exhibit 99.~~g.,~~1 ~~providing~~announcing the ~~Company~~retirement aof ~~remedy~~Stephen ifJ. aSmith ~~stockholder~~and ~~fails to satisfy~~ the ~~requirements~~appointment of ~~the~~Eric ~~Universal~~J. ~~Proxy~~Guerin ~~Rules, requiring nominating stockholders to make a representation~~ as toSenior ~~whether~~Vice ~~they~~President ~~intend~~- toFinance ~~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~~Company.);

·The ~~Clarify~~information ~~that~~included ~~the~~in ~~Chairperson~~Item 7.01 of ~~the~~this ~~Board~~report isand aExhibit ~~director~~99.1 attached ~~position~~hereto is being furnished and ~~provide~~will not be deemed “filed” for athe ~~Lead~~purposes ~~Director~~of ~~position;~~Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

·The ~~Provide~~information included in Item 7.01 of this report and Exhibit 99.1 attached hereto will not be incorporated by reference into any registration statement or other document filed by the ~~Chief~~Company ~~Executive~~under ~~Officer~~the Securities ~~express~~Act ~~authority~~of to1933, ~~appoint~~as ~~certain~~amended, ~~officers;~~unless specifically identified therein as being incorporated by reference.

·Item ~~Add~~9.01 anFinancial ~~emergency~~Statements ~~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~~Exhibits.

·(d) ~~Make various other updates, including ministerial and conforming changes, as well as changes in furtherance of gender neutrality~~Exhibits.

The ~~foregoing~~following ~~summary~~exhibits ~~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~~included ~~hereto~~with asthis ~~Exhibit 3.1 and are incorporated herein by reference.~~report:

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Exhibit Description
10.1		Offer Letter dated December 2, 2022 between Veritiv Corporation and Eric Guerin.
99.1		Press Release of Veritiv Corporation Issued December 8, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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)

SIGNATURES

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 8, 2022	VERITIV CORPORATION
	VERITIV CORPORATION
	By:	/s/ Susan B. Salyer
Date: December 8, 2022	/s/ Susan B. Salyer
	Name:	Susan B. Salyer
	Susan B. Salyer
	Title:	Senior Vice President, General Counsel & Corporate Secretary
	Senior Vice President, General Counsel & Corporate Secretary

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