UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 8, 2022 (
(Exact name of registrant as specified in its charter)
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
In connection with the new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”) and a periodic review of the bylaws of Veritiv Corporation (the “Company”), during meetings held November 1-2, 2022 the Company’s board of directors (the “Board”) unanimously adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately. The Amended and Restated Bylaws, among other things:
| · | Provide that the voting standard for director elections is a majority of the votes cast, with a plurality carveout for a Contested Election of Directors (as defined in the Amended and Restated Bylaws) and a resignation policy for nominees who do not receive the requisite number of votes; |
| · | Modify the provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case, to reflect recent amendments to the DGCL; |
| · | Specify the manner in which notice of stockholder meetings shall be deemed given; |
| · | Clarify that a quorum at a stockholder meeting, once established, shall not be broken by the withdrawal of votes; |
| · | Further clarify the powers of the Board and the presiding person of a stockholder meeting to regulate conduct at such meeting; |
| · | Enhance 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, including, without 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 Act (the “Universal Proxy Rules”) (e.g., providing the Company a remedy if a stockholder fails to satisfy the requirements of the Universal Proxy Rules, requiring nominating stockholders to make a representation as to whether they intend to 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.); |
| · | Clarify that the Chairperson of the Board is a director position and provide for a Lead Director position; |
| · | Provide the Chief Executive Officer express authority to appoint certain officers; |
| · | Add an emergency 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 |
| · | Make various other updates, including ministerial and conforming changes, as well as changes in furtherance of gender neutrality. |
The foregoing summary 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 hereto as Exhibit 3.1 and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| 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) |
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 | |
| By: | /s/ Susan B. Salyer | |
| Name: | Susan B. Salyer | |
| Title: | Senior Vice President, General Counsel & Corporate Secretary | |