UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 828, ~~2022~~2023 (~~December~~February 228, ~~2022~~2023)

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~~I.R.S. Employer Identification No.)

1000 Abernathy Road NE
Building 400, Suite 1700
Atlanta, GA		30328
Atlanta, Georgia		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.~~14d2~~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
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 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~December 8~~February 28, ~~2022~~ 2023, ~~the board of directors (the “Board”) of~~ Veritiv Corporation (~~“Veritiv” or~~ the “Company”) ~~announced~~issued ~~that~~a ~~Stephen~~press J.release ~~Smith~~containing ~~will~~certain ~~retire~~financial ~~from~~results of the Company onand ~~September~~its ~~30,~~direct ~~2023.~~and ~~The~~indirect ~~Board has appointed Eric J. Guerin to serve initially as Senior Vice President~~ wholly-owned ~~Finance~~subsidiaries ~~beginning~~for onthe ~~January 1,~~quarter ~~2023~~ and ~~then~~year asended ~~Senior Vice President and Chief Financial Officer effective March 1~~December 31, ~~2023~~2022. ~~Mr.~~A ~~Smith~~copy ~~will~~of ~~step~~this ~~down~~press ~~from the Chief~~release ~~Financial~~is ~~Officer~~attached ~~role~~ as ~~of March~~ Exhibit 99.1, ~~2023 and will remain with the Company through September 30, 2023~~ to ~~assist~~this ~~with~~Current ~~the~~Report ~~transition~~on ~~and serve in an advisory role~~Form 8-K.

~~Mr.~~Item ~~Guerin, 51, previously served as Executive Vice President and Chief Financial Officer of CDK Global, Inc~~7.~~, a provider of retail technology and software-as-a-service solutions from January 18, 2021 until July 22, 2022~~01. ~~Mr.~~Regulation ~~Guerin~~FD also served as Division Vice President, Finance from August 2020 through January 18, 2021 and as Division Vice President and Sector Chief Financial Officer, Corning Glass Technologies from September 2016 through August 2020 for Corning Incorporated, a provider of specialty glass, ceramics and related materials and technologies for industrial and scientific applicationsDisclosure. Earlier in his career, Mr. Guerin served in a number of 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.

MrThe Company is furnishing herewith additional information in conjunction with the February 28, 2023 earnings release. ~~Guerin~~This ~~obtained~~additional ainformation includes ~~Masters~~general Company information and highlights of ~~Business~~financial ~~Administration~~results ~~from~~of Stthe Company and its direct and indirect wholly-owned subsidiaries for the quarter and year ended December 31, 2022. ~~John’s~~The additional information, attached as Exhibit 99.2 to this Current Report ~~University~~on Form 8-K, is being furnished and awill ~~Bachelor~~not be deemed “filed” for the purposes of ~~Science~~Section 18 inof ~~Accounting~~the ~~from~~Securities Exchange Act of 1934, as amended, or otherwise subject to the ~~College~~liabilities of ~~Staten~~that ~~Island~~Section.

~~There~~The ~~are~~information noin ~~family~~this ~~relationships~~Current ~~between~~Report ~~any~~on ~~director or executive~~Form 8-K ~~officer~~will ~~and~~not ~~Mr.~~be ~~Guerin.~~incorporated ~~Additionally,~~by ~~there~~reference ~~are~~into noany ~~transactions~~registration ~~involving~~statement ~~the~~or ~~Company~~other ~~and~~document ~~Mr.~~filed ~~Guerin~~by ~~that~~ the Company ~~would~~under bethe ~~required~~Securities Act toof ~~report~~1933, ~~pursuant~~as toamended, ~~Item~~unless ~~404(a)~~specifically ofidentified ~~Regulation~~therein ~~S-K~~as being incorporated by reference.

~~The~~Item ~~Company entered into an employment offer letter on December 2, 2022 (the “Offer Letter”) with Mr~~9. ~~Guerin establishing his compensation~~01. ~~Pursuant~~Financial toStatements ~~the Offer Letter, Mr. Guerin will receive an annual salary of $600,000,~~ and is eligible to receive an annual incentive bonus targeted at 85% of base salary (currently $510,000) 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, and beginning in 2023 an annual equity grant under Veritiv’s Long-Term Incentive Program targeted at $1,500,000Exhibits. 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 complete and is qualified in its entirety by reference to the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On December 8, 2022, Veritiv issued the press release attached as Exhibit 99.1 announcing the retirement of Stephen J. Smith and the appointment of Eric J. Guerin as Senior Vice President - Finance of the Company.

The information included in Item 7.01 of this report and Exhibit 99.1 attached hereto is being furnished and will not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

The 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 Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d)            Exhibits.

The following exhibits are included with this report:

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 February 28, 2023.
99.1		Press Release of Veritiv Corporation Issued December 8, 2022.
99.2		Additional Information of Veritiv Corporation issued February 28, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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~~	VERITIV CORPORATION
Date: December 8, 2022	/s/ Susan B. Salyer
Dated:	February 28, 2023	/s/ Susan B. Salyer
	~~Susan B. Salyer~~	Susan B. Salyer
	~~Senior Vice President, General Counsel & Corporate Secretary~~	Senior Vice President, General Counsel & Corporate Secretary

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