8-K

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): October 6, 2017

VERSO CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34056	75-3217389
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8540 Gander Creek Drive 

Miamisburg, Ohio 45342 

(Address of principal executive offices, including ZIP code)

(877) 855-7243 

(Registrant's telephone number, including area code)

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(b))

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

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 or complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)       On October 6, 2017, Robert M. Amen, Chairman of the Board of Directors (the “Board”) of Verso Corporation (the “Company”), informed the Board of his decision to resign as Chairman of the Board, effective October 6, 2017, and not stand for re-election at the Company’s 2018 annual meeting of stockholders (the “2018 Meeting”). Mr. Amen has served as Chairman of the Board since 2016 and stated that the decision not to stand for re-election was not due to any disagreement with the Company’s operations, policies or practices. Mr. Amen intends to serve as a director of the Company for the remainder of his existing term until the 2018 Meeting.

The Board has appointed Alan J. Carr and Eugene I. Davis as interim Co-Chairmen of the Board, effective October 6, 2017.

Item 8.01 Other Events.

The Company issued a press release on October 9, 2017, related to the matters discussed in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit
99.1	Press Release of Verso Corporation dated October 9, 2017.

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.

	VERSO CORPORATION
Date:  October 10, 2017	By:	/s/ Allen J. Campbell
		Allen J. Campbell
		Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Exhibit
99.1	Press Release of Verso Corporation dated October 9, 2017.

EX-99.1

EXHIBIT 99.1

Verso Corporation Announces Board Chairman Succession Plan

MIAMISBURG, Ohio – (October 9, 2017) – Verso Corporation (NYSE: VRS) today announced that Robert M. Amen, chairman of the company’s board of directors, has decided not to stand for reelection at the company’s 2018 annual meeting of stockholders and, in connection with his decision, has resigned as chairman of the board effective October 6, 2017. In connection with Amen’s resignation as chairman, the Verso board has selected Eugene I. Davis, chair of the Strategic Advisory Committee and chair of the Finance and Planning Committee of the board, and Alan J. Carr, chair of the Compensation Committee of the board, as interim co-chairmen of the board.

In a joint statement, Davis and Carr said, “On behalf of the entire board, we want to express our gratitude to Rob for his service to Verso. With grace, wisdom and dedication, Rob led by example as chairman of the board. We are pleased that he intends to remain on the board until the end of his term as a director, and we wish him the best in all of his future endeavors.”

About Verso

Verso Corporation is the turn-to company for those looking to successfully navigate the complexities of paper sourcing and performance. The leading North American producer of printing and specialty papers and pulp, Verso provides insightful solutions that help drive improved customer efficiency, productivity, brand awareness and business results. Verso's long-standing reputation for quality and reliability is directly tied to our vision to be a company with passion that is respected and trusted by all. Verso's passion is rooted in ethical business practices that demand safe workplaces for our employees and sustainable wood sourcing for our products. This passion, combined with our flexible manufacturing capabilities and an unmatched commitment to product performance, delivery and service, make Verso a preferred choice among commercial printers, paper merchants and brokers, converters, publishers and other end users. For more information, visit us online at versoco.com.

EXHIBIT 99.1

Forward-Looking Statements

In this press release, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by the words "believe," "expect," "anticipate," "project," "plan," "estimate," "intend," "potential" and other similar expressions. Forward-looking statements are based on currently available business, economic, financial, and other information and reflect management's current beliefs, expectations, and views with respect to future developments and their potential effects on Verso. Actual results could vary materially depending on risks and uncertainties that may affect Verso and its business. Verso's actual actions and results may differ materially from what is expressed or implied by these statements due to a variety of factors, including those risks and uncertainties listed under the caption "Risk Factors" in Verso's Form 10-K for the fiscal year ended December 31, 2016 and from time to time in Verso's other filings with the Securities and Exchange Commission. Verso assumes no obligation to update any forward-looking statement made in this press release to reflect subsequent events or circumstances or actual outcomes.

Investor contact:

investor.relations@versoco.com

937-528-3220

Media contact:

Kathi Rowzie, Vice President, Communications and Public Affairs

937-528-3700

kathi.rowzie@versoco.com