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): March 13, 2020

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 Number)

8540 Gander Creek Drive

Miamisburg, Ohio 45342

(Address, including zip code, of principal executive offices)

(877) 855-7243

(Registrants’ telephone number, including area code)

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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	VRS	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 13, 2020, the board of directors of Verso Corporation (“Verso”) elected Adam St. John, Verso’s Chief Executive Officer, to serve also as Verso’s President. Mr. St. John will not receive any additional compensation in connection with his appointment as President.

Mr. St. John, 56, has served as Verso’s Chief Executive Officer since November 11, 2019. Prior to his appointment as Chief Executive Officer, Mr. St. John served as Verso’s Senior Vice President of Manufacturing from August 2016 to November 2019. He also previously served in various operations management positions with Verso, most recently as Regional Vice President of Operations from 2015 to July 2016, Mill Manager of Verso’s Quinnesec mill in Michigan from 2011 to 2015, and Operations Manager of Verso’s Androscoggin mill in Maine from 2009 to 2011. Before joining Verso, Mr. St. John worked at Georgia-Pacific Corporation, a subsidiary of Koch Industries, Inc., in operations management roles at its mill in Old Town, Maine, from 1992 to 2006.

In addition, as previously disclosed in Verso’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities Exchange Commission on March 2, 2020 (the “FY19 Form 10-K”), Mr. St. John and his spouse have been employed by Verso since its formation in 2006. His brother has been employed by Verso since 2008. For the year ended December 31, 2019, Mr. St. John’s spouse received a base salary of $217,915, a bonus of $98,000, and restricted stock units under Verso’s employee equity compensation plan having a grant date value of $136,197. Mr. St. John’s brother received a base salary of $180,434 and a bonus of $64,862. He did not receive any equity compensation.

There are no arrangements or understandings between Mr. St. John and any other persons pursuant to which Mr. St. John was selected as President. There are also no family relationships between Mr. St. John and any director or executive officer of Verso and, except as disclosed herein, Mr. St. John does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On March 13, 2020, Verso issued a press release regarding the management change disclosed under Item 5.02 of this Current Report on Form 8-K.

A copy of the press release is included as Exhibit 99.1 to this report. The press release, including the information contained therein, is furnished pursuant to Item 7.01, is not to be considered “filed” under the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any of Verso’s previous or future filings under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
	99.1	Press Release issued by Verso on March 13, 2020
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: March 13, 2020

VERSO CORPORATION
By:	/s/ Allen J. Campbell
	Allen J. Campbell
	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Verso Corporation Announces Senior Leadership Changes

Adam St. John – President and Chief Executive Officer

Aaron D. Haas – Senior Vice President of Sales and Marketing

MIAMISBURG, Ohio, March 13, 2020 /PRNewswire/ -- Verso Corporation (NYSE: VRS) today announced that its Board of Directors has elected Verso's Chief Executive Officer, Adam St. John, to serve also as the company's President, effective immediately.

In addition, the Board has elected Aaron D. Haas to serve as Verso's Senior Vice President, Sales and Marketing, effective immediately. In this position, Mr. Haas joins the Company's senior leadership team, with responsibility for leading the company's strategic and tactical sales and marketing initiatives.

"On behalf of our senior leadership team, I am extremely pleased to have Aaron lead our Sales and Marketing organization," said President and Chief Executive Officer Adam St. John. "Aaron has a proven exceptional ability to lead various teams within Verso and has extensive paper industry knowledge and sales and marketing experience. We expect a smooth transition for our employees and customers, as Aaron is already deeply engaged with our Sales and Marketing and senior leadership teams and is very familiar with many of our customers from prior roles."

Mr. Haas's previous leadership experience at Verso and its predecessor companies includes Director of Product Management; Vice President, Marketing Services; Vice President, Commercial Print; Vice President, Marketing; and most recently Vice President, Supply Chain Management.

Mr. Haas holds a master's degree from the University of Wisconsin in Madison, Wisconsin, and a bachelor's degree from Lawrence University in Appleton, Wisconsin.

About Verso Corporation
Verso Corporation is the turn-to company for those looking to successfully navigate the complexities of paper sourcing and performance. A leading North American producer of graphic and specialty papers, packaging 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.

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, 2019 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, or Media contact: Shawn Hall, Director, Communications, 937-528-3700, shawn.hall@versoco.com

XML

Document and Entity Information	Mar. 13, 2020
Cover [Abstract]
Entity Registrant Name	Verso Corp
Amendment Flag	false
Entity Central Index Key	0001421182
Document Type	8-K
Document Period End Date	Mar. 13, 2020
Entity Incorporation State Country Code	DE
Entity File Number	001-34056
Entity Tax Identification Number	75-3217389
Entity Address, Address Line One	8540 Gander Creek Drive
Entity Address, City or Town	Miamisburg
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45342
City Area Code	(877)
Local Phone Number	855-7243
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A common stock, par value $0.01 per share
Trading Symbol	VRS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false