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 1718, 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)		(I.R.S. Employer Identification No.)

1000 Abernathy Road NE
Building 400, Suite 1700
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 240.14d-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 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On October 17 18, 2023, Veritiv Corporation~~, a~~ ~~Delaware corporation~~ (the “Company”, “Veritiv”, “we” or ~~the~~ “~~Company~~our”), ~~held~~announced acertain ~~special~~unaudited ~~meeting~~preliminary offinancial ~~stockholders~~information (for the ~~“Special~~nine ~~Meeting”)~~months toended ~~consider~~September 30, ~~certain~~2023 ~~proposals~~and ~~related~~the totwelve-month period ended September 30, 2023 set forth below. The unaudited preliminary financial information set forth below for the ~~Agreement~~nine months ended September 30, 2023 and ~~Plan~~the oftwelve-month ~~Merger~~period ended September 30, 2023 ~~dated~~is aspreliminary ofbecause ~~August~~our 6financial closing procedures for the quarter ended September 30, 2023 ~~(as~~are itnot ~~has~~yet ~~been~~complete. Such orpreliminary ~~may~~information beis ~~amended,~~inherently ~~supplemented~~uncertain and subject to change, ~~waived~~and we undertake no obligation to update or ~~otherwise~~revise ~~modified~~this inunaudited preliminary ~~accordance~~financial ~~with~~information ~~its~~as ~~terms~~a result of new information, ~~the~~future ~~“Merger~~events ~~Agreement”)~~or otherwise, except as otherwise required by ~~and~~law. This ~~among~~unaudited ~~Verde~~preliminary ~~Purchaser,~~financial ~~LLC,~~information amay ~~Delaware~~differ ~~limited~~from ~~liability~~actual ~~company~~amounts, ~~(“Parent”)~~potentially ~~that~~materially. isActual ~~affiliated~~amounts ~~with~~remain ~~Clayton,~~subject to the ~~Dubilier &~~completion ~~Rice,~~of ~~LLC,~~our ~~Verde~~quarter-end ~~Merger~~financial ~~Sub,~~closing ~~Inc.~~procedures, which include a ~~Delaware~~final ~~corporation~~review by our management and aAudit ~~wholly-owned~~and ~~subsidiary~~Finance Committee, and the preparation of ~~Parent~~condensed ~~(“Merger Subsidiary”),~~financial statements and ~~Veritiv~~related notes. ~~Upon~~During the ~~terms~~completion of such procedures and ~~conditions~~preparation, ~~set~~we may ~~forth~~identify inadditional ~~the~~items ~~Merger~~that ~~Agreement,~~require atmaterial adjustments to the ~~closing~~unaudited ofpreliminary ~~the~~financial ~~transactions~~information ~~contemplated~~presented below for bythe nine months ended September 30, 2023 and the ~~Merger~~twelve-month ~~Agreement~~period ended September 30, ~~Merger~~2023. ~~Subsidiary~~Therefore, ~~will~~you beshould ~~merged~~not ~~with~~place undue ~~and~~reliance ~~into~~upon ~~Veritiv~~this ~~(the~~information. The ~~“Merger”)~~summary ~~with~~historical ~~Veritiv~~consolidated ~~surviving~~financial data for the twelve-month period ended September 30, ~~Merger~~2023 ashave abeen ~~wholly-owned~~derived ~~subsidiary~~by ofsubtracting ~~Parent.~~the ~~Closing~~Company’s ofhistorical unaudited consolidated financial data for the ~~Merger~~nine ismonths ~~subject~~ended toSeptember 30, 2022 ~~customary~~from ~~closing~~the ~~conditions~~Company’s ~~including~~historical audited consolidated financial data for the ~~receipt~~year ended December 31, 2022 and then adding ofthe ~~required~~Company’s ~~regulatory~~unaudited ~~approval~~preliminary financial information for the nine months ended September 30, 2023.

As of September 13, 2023, the record date for the Special Meeting, there were 13,551,081 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. A total of 12,422,967 shares of the Common Stock, representing approximately 91.68% of the outstanding shares of Common Stock entitled to vote, were present virtually or represented by proxy at the Special Meeting, constituting a quorum to conduct business.

	Three Months Ended December 31, 2022			Preliminary Nine Months Ended September 30, 2023			Preliminary Twelve Months Ended September 30, 2023
				($ in millions, unaudited)
Reported Net Sales		1,663			4,429			6,092
Business Divestitures		–			–			–
Organic Sales		1,663			4,429			6,092

Capital Expenditures		4			11			15

Net income (loss)		72			200			272
Interest expense, net		5			13			18
Income tax expense (benefit)		26			68			94
Depreciation and amortization		11			29			40
EBITDA		114			310			424

Restructuring charges, net		(4	)		0			(4	)

Gain on sale of businesses		(1	)		0			(1	)
Facility closure charges, including (gain) loss from asset disposition		(1	)		0			(1	)
Stock-based compensation		2			10			12

LIFO reserve (decrease) increase		2			(9	)		(7	)
Non-restructuring severance charges		2			1			3
Non-restructuring pension charges (benefits)		5			(5	)		0
Other		2			17			19
Adjusted EBITDA		121			324			445

AtIn addition, the ~~Special~~Company ~~Meeting~~announced that Adjusted EBITDA margin, ~~the~~defined ~~following~~as ~~proposals~~Adjusted EBITDA as a percentage of net sales, for the Packaging ~~were~~segment ~~considered:~~for the three months ended September 30, 2023 was 12.1%.

1.We ~~Merger~~supplement ~~Proposal~~our financial information prepared in accordance with U.S. ToGAAP ~~approve~~with certain non-GAAP measures including organic sales (net sales on an average daily sales basis, excluding revenue from sold businesses and ~~adopt~~revenue from acquired businesses for a period of 12 months after we complete the ~~Merger~~acquisition) and ~~Agreement~~Adjusted EBITDA (earnings before interest, ~~pursuant~~income totaxes, ~~which~~depreciation and amortization, ~~among~~restructuring ~~other~~charges, ~~things~~net, ~~Merger~~integration ~~Subsidiary~~and acquisition ~~will~~expenses ~~merge~~and other similar charges including any severance costs, costs associated with warehouse and ~~into~~office ~~Veritiv~~openings or closings, consolidation, ~~with~~and ~~Veritiv~~relocation ~~surviving~~and asother abusiness ~~wholly~~optimization expenses, stock-~~owned~~based ~~subsidiary~~compensation ofexpense, ~~Parent~~changes (in the ~~“Merger~~LIFO ~~Proposal”~~reserve, non-restructuring asset impairment charges, non-restructuring severance charges, non-restructuring pension charges (benefits), fair value adjustments related to contingent liabilities assumed in mergers and acquisitions and certain other adjustments). We believe investors commonly use Adjusted EBITDA and these other non-GAAP measures as key financial metrics for valuing companies; we also present organic sales to help investors better compare period-over-period results.

2.Item ~~Advisory Compensation Proposal~~7.01. ToRegulation ~~approve,~~FD ~~on a non-binding, advisory basis, the compensation that may be paid or become payable to Veritiv’s named executive officers that is based on or otherwise relates to the Merger~~Disclosure.

3.The disclosure ~~Adjournment~~contained ~~Proposal.~~in ToItem ~~approve~~2.02 ~~one or more adjournments~~ of ~~the~~this ~~Special~~Current ~~Meeting,~~Report ~~if necessary, to solicit additional proxies if a quorum~~ is ~~not~~incorporated ~~present~~into orthis ~~there~~Item ~~are~~7.01 ~~not~~by ~~sufficient votes cast at the Special Meeting to approve the Merger Proposal~~reference.

~~Each~~The ~~such~~information ~~proposal~~in isthis ~~further~~Current ~~described~~Report inwill ~~the~~not ~~Company’s~~be ~~definitive~~incorporated ~~proxy~~by ~~statement~~reference oninto ~~Schedule~~any ~~14A~~registration ~~filed~~statement ~~with~~or ~~the~~other ~~U.S.~~document ~~Securities~~filed ~~and~~by ~~Exchange~~the ~~Commission~~Company (under the ~~“SEC”) on~~Securities ~~September~~Act ~~18,~~of ~~2023~~1933, as ~~supplemented~~amended, ~~and~~unless ~~first~~specifically ~~mailed~~identified totherein ~~the~~as ~~Company’s~~being ~~stockholders~~incorporated onby ~~September 18, 2023 (the “Proxy Statement”)~~reference.

Each of the proposals was approved by the requisite vote of the Company’s stockholders. The final voting results for each proposal are set forth below.

(1) Merger Proposal:

For						Against						Abstentions
12,374,963						28,307						19,697

(2) Advisory Compensation Proposal:

For						Against							Abstentions
11,942,691						457,655						22,621

(3) Adjournment Proposal:

For						Against						Abstentions
11,574,355						826,304						22,308

Because the Merger Proposal was approved by the requisite vote of the Company’s stockholders, no adjournment to solicit additional proxies was necessary.

Item 8.01. Other Events.

On October 17, 2023, the Company issued a press release announcing the voting results of the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. Additionally, on September 28, 2023, China’s State Administration for Market Regulation approved the Merger.

Cautionary Forward-Looking Statements

This Current Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which include all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future~~, including strategies or plans as they relate to the Merger~~. These forward-looking statements are and will be, subject to many risks, uncertainties and factors which may cause future events to be materially different from these forward-looking statements or anything implied therein. ~~These risks~~For ~~and~~a ~~uncertainties~~detailed ~~include,~~discussion ~~but~~of ~~are~~these ~~not~~factors, ~~limited~~see ~~to: uncertainties as to~~ the ~~timing~~information ofunder the ~~Merger; the timing, receipt and terms and~~captions ~~conditions~~“Risk ofFactors” ~~any required governmental~~ and/or ~~regulatory~~“Management’s ~~approvals~~Discussion ofand ~~the~~Analysis ~~Merger that could reduce the anticipated benefits~~ of orFinancial ~~cause~~Condition ~~the parties~~and toResults ~~abandon the Merger; risks related to the satisfaction~~ of ~~the conditions to closing the Merger~~ Operations” in ~~the~~Veritiv’s ~~anticipated~~most ~~timeframe or~~recent atAnnual ~~all;~~Report ~~the risk that any announcements relating to the Merger could have adverse effects~~ on ~~the~~Form 10-K ~~market~~filed ~~price~~with of the ~~Common~~Securities ~~Stock; disruption from the Merger making it more difficult to maintain business~~ and ~~operational~~Exchange ~~relationships,~~Commission ~~including~~(the ~~retaining and hiring~~“SEC”) ~~key~~on ~~personnel; the occurrence of any event~~February 28, ~~change~~2023 or(“2022 ~~other circumstances that could give rise to the termination of the Merger Agreement~~Form 10-K”), ~~including~~ and in ~~certain circumstances requiring the Company to pay a termination fee; risks related to disruption of management~~Veritiv’s ~~attention from~~Quarterly ~~the Company’~~Report(s) on ~~ongoing~~Form 10-Q ~~business~~for ~~operations due to the Merger; significant transaction costs; the risk of litigation and/or regulatory~~quarterly ~~actions~~period(s) ended ~~related~~during to2023 ~~the Merger; global economic conditions; adverse industry~~ and ~~market~~filed ~~conditions;~~with the ~~ability~~SEC subsequent to ~~retain management and other personnel; and other economic, business, or competitive factors, including factors described in~~ the ~~Company’s~~2022 ~~filings with the SEC~~Form 10-K. While the list of risks and uncertainties ~~presented here is, and the discussion of risks~~ ~~and uncertainties~~ presented intherein ~~the Proxy Statement~~ are considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of which could have a material adverse effect on the ~~completion of the Merger and/or the~~ Company’s consolidated financial condition, results of operations, credit rating or liquidity. In light of the significant uncertainties in these forward-looking statements, the Company cannot assure you that the forward-looking statements in this Current Report will prove to be accurate, and you should not regard these statements as a representation or warranty by the Company, its directors, officers or employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. Any forward-looking statements in this Current Report are based upon information available to the Company on the date of this Current Report. Subject to applicable law, the Company does not undertake to publicly update or revise its forward-looking statements.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included with this report:

Exhibit No.		Exhibit Description
99.1		Press Release of Veritiv Corporation issued October 17, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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
Dated:	October 1718, 2023	/s/ Susan B. Salyer
		Susan B. Salyer
		Senior Vice President, General Counsel & Corporate Secretary

Filing Compare · Veritiv Corp