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):  July 28, 2017 (July 26, 2017)

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)	(IRS Employer Identification No.)
1000 Abernathy Road NE Building 400, Suite 1700 Atlanta, Georgia (Address of principal executive offices)	30328 (Zip Code)

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

(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:

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

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

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 o

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. o

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

On July 26, 2017, David E. Flitman was appointed as a member of the Board of Directors of Veritiv Corporation (the “Company”).  A copy of the press release announcing the appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Flitman was also appointed to the Audit and Finance Committee.

There are no arrangements or understandings between Mr. Flitman and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. Flitman that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Mr. Flitman will be entitled to receive compensation for his service as a director in accordance with the Company’s standard compensation arrangements for non-employee directors, as adjusted by the Board from time to time. In addition, Mr. Flitman and the Company will enter into an indemnification agreement substantially in the form entered into with the current directors of the Company.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are filed with this report:

Exhibit No.	Exhibit Description
99.1	Press Release of Veritiv Corporation issued July 28, 2017.

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SIGNATURES

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.

	VERITIV CORPORATION
Date: July 28, 2017	/s/ Mark W. Hianik
	Mark W. Hianik
	Senior Vice President, General Counsel & Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release of Veritiv Corporation issued July 28, 2017.

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EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

David Flitman Named to

Veritiv Board of Directors

ATLANTA (July 28, 2017) — Veritiv Corporation (NYSE: VRTV), a North American leader in business-to-business distribution solutions, announced today the appointment of David Flitman to the company’s board of directors. Mr. Flitman will also be a member of the board’s audit and finance committee.

“I am pleased to welcome Dave to the Veritiv Board of Directors,” said Mary Laschinger, Chairman and CEO of Veritiv. “His sales, marketing and operations experience in the distribution industry will be a strong complement to our Board’s current composition and will serve Veritiv well.”

Mr. Flitman currently serves as Executive Vice President of Performance Food Group Company (PFG) and President and CEO of Performance Foodservice, PFG’s broadline business segment. Prior to this role, he was Chief Operating Officer at Univar, a leading global distributor of industrial and specialty chemicals. Mr. Flitman had previously served Univar as Executive Vice President, President of Univar USA and Chief Supply Chain Officer.  Before that, he was Executive Vice President and President of Water and Process Services at Ecolab after several years in executive leadership roles at Nalco. Earlier in his career, Mr. Flitman was President of Allegheny Power, following nearly 20 years at DuPont in operational, commercial and global business leadership positions.

He holds a bachelor’s degree in chemical engineering from Purdue University.

About Veritiv

Veritiv Corporation (NYSE: VRTV), headquartered in Atlanta and a Fortune 500® company, is a leading North American business-to-business distributor of packaging, facility solutions, print and publishing products and services; and also a provider of logistics and supply chain management solutions. Serving customers in a wide range of industries, the Company has approximately 170 operating distribution centers throughout the U.S., Canada and Mexico, and employs approximately 8,700 team members that help shape the success of its customers.  For more information about Veritiv and its business segments visit www.veritivcorp.com.

Veritiv Contacts:

Investors: Tom Morabito, 770-391-8451Media: Ed Patterson, 770-391-8244