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): February 5, 2021

_____________________

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 7.01       Regulation FD Disclosure.

A copy of the press release announcing (1) the declaration of a quarterly cash dividend of $0.10 per share of Class A Common Stock of Verso Corporation (“Verso”) and (2) the date of the 2021 annual meeting of Verso’s stockholders (“2021 Annual Meeting”) is attached hereto as Exhibit 99.1. 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 (“Exchange Act”) 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 8.01       Other Events.

Verso will hold its 2021 Annual Meeting on May 6, 2021.

Because the date of the 2021 Annual Meeting has been changed by more than 30 days from the anniversary of Verso’s 2020 annual meeting of stockholders, the deadline for the submission of proposals by stockholders for inclusion in Verso’s proxy materials relating to the 2021 Annual Meeting in accordance with Rule 14a-8 under the Exchange Act will be the close of business on February 19, 2021, which Verso believes is a reasonable time before it expects to begin to print and send its proxy materials. Any proposal received after such date will be considered untimely.

In accordance with Verso’s Amended and Restated Bylaws, as amended (“Bylaws”), stockholders who intend to nominate a person for election as a director or submit a proposal regarding any other matter of business at the 2021 Annual Meeting must deliver written notice of any proposed business or nomination to Verso’s Secretary at Verso’s principal executive offices no later than the close of business on February 19, 2021 (which is at least 10 days following the date of public disclosure of the date of the 2021 Annual Meeting). Any notice of proposed business or nomination must comply with the specific requirements set forth in Verso’s Bylaws in order to be considered at the 2021 Annual Meeting.

Item 9.01       Financial Statements and Exhibits.

(d)     Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release issued by Verso on February 5, 2021
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: February 5, 2021
	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 Declares Quarterly Cash Dividend of $0.10 per Share and Announces Date of 2021 Annual Meeting of Stockholders

MIAMISBURG, Ohio, Feb. 5, 2021 /PRNewswire/ -- Verso Corporation (NYSE: VRS) announced today that its Board of Directors has declared a cash dividend for the quarter ending March 31, 2021, in the amount of $0.10 per share of Verso's Class A common stock. The quarterly dividend is payable on March 29, 2021, to Verso's stockholders of record holding shares of common stock as of the close of business on March 18, 2021.

Verso Corporation also announced today that it will hold its 2021 Annual Meeting of Stockholders on Thursday, May 6, 2021, at 10 a.m. (EDT) at a location to be announced at a later date. Stockholders of record of Verso's common stock at the close of business on March 22, 2021, are entitled to notice of, and to vote at, the Annual Meeting. Verso will send a definitive proxy statement to the stockholders of record, which will contain important information about the Annual Meeting and the matters to be considered.

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. They include, for example, statements relating to timing of our 2021 Annual Meeting. 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: uncertainties regarding the duration and severity of the COVID-19 pandemic and measures intended to reduce its spread; the long-term structural decline and general softening of demand facing the paper industry; adverse developments in general business and economic conditions; developments in alternative media, which are expected to adversely affect the demand for some of Verso's key products, and the effectiveness of Verso's responses to these developments; intense competition in the paper manufacturing industry; Verso's ability to compete with respect to certain specialty paper products for a period of two years after the closing of the Pixelle Sale; Verso's business being less diversified following the sale of two mills after the closing of the Pixelle Sale; Verso's dependence on a small number of customers for a significant portion of its business; Verso's limited ability to control the pricing of its products or pass through increases in its costs to its customers; changes in the costs of raw materials and purchased energy; negative publicity, even if unjustified; any failure to comply with environmental or other laws or regulations, even if inadvertent; legal proceedings or disputes; any labor disputes; and the potential risks and uncertainties described under the caption "Risk Factors" in Verso's Form 10-K for the fiscal year ended December 31, 2019, Verso's Quarterly Report on Form 10-Q for the three months ended March 31, 2020, 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.

CONTACT: Investor Contact:investor.relations@versoco.com, 937-528-3220, Media Contact: Shawn Hall, Director, Communications, 937-528-3700, shawn.hall@versoco.com

XML

Document and Entity Information	Feb. 05, 2021
Cover [Abstract]
Entity Registrant Name	Verso Corp
Amendment Flag	false
Entity Central Index Key	0001421182
Document Type	8-K
Document Period End Date	Feb. 05, 2021
Entity Incorporation State or 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
Entity Emerging Growth Company	false
Security 12b Title	Class A common stock, par value $0.01 per share
Trading Symbol	VRS
Security Exchange Name	NYSE