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): March 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mr. Allen J. Campbell, the Chief Financial Officer of Verso Corporation (“Verso”) has informed Verso of his intent to retire in 2021.  Mr. Campbell and Verso have mutually settled upon June 30, 2021, as the date of his retirement. On March 5, 2021, the Compensation Committee of Verso’s board of directors approved a retention arrangement to incentivize him not to retire before June 30, 2021.

Pursuant to the retention arrangement, if Mr. Campbell does not voluntarily terminate employment with Verso before June 30, 2021, then he will receive a cash retention bonus of $325,000, and certain of his outstanding restricted stock unit awards granted by Verso that would expire upon his retirement will instead vest as follows: (a) as to outstanding awards subject to time-based vesting requirements, the first installment of each such award that is scheduled to vest after June 30, 2021 will vest on June 30, 2021; and (b) as to outstanding awards subject to performance-based vesting requirements, such awards will remain outstanding and will vest on a pro-rata basis (based on the portion of the applicable performance period that Mr. Campbell was employed by Verso) to the extent that the applicable performance-based vesting conditions are satisfied.  The foregoing summary of the retention arrangement with Mr. Campbell is qualified in its entirety by reference to the full text of the letter to Mr. Campbell from Verso that sets forth such retention arrangement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.  

Verso’s Board of Directors is conducting a search for a Chief Financial Officer and has retained a national executive search firm to assist in the process.

Item 9.01       Financial Statements and Exhibits.

(d)     Exhibits

Exhibit Number	Description of Exhibit
10.1	Letter dated March 5, 2021 from Verso Corporation to Allen J. Campbell
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: March 8, 2021
	VERSO CORPORATION
	By:	/s/ Randy J. Nebel
		Randy J. Nebel
		President and Chief Executive Officer

EX-10.1

Exhibit 10.1

Verso Corporation

Corporate Headquarters

8540 Gander Creek Drive

Miamisburg, OH 45342

Randy J. Nebel

T 937.528.3455

ERandy.Nebel@versoco.com

W www.versoco.com

March 5, 2021

Allen J. Campbell

Verso Corporation

8540 Gander Creek Drive

Miamisburg, OH 45342

Dear Allen:

I appreciate your hard work and continued commitment to Verso, including your willingness to extend your time with Verso and delay your retirement until the end of June 2021.  

As we discussed, Verso is awarding you a retention bonus of $325,000. This amount, less withholding taxes, will be paid out on June 30, 2021. Also, the unvested restricted stock units previously granted to you by Verso will be modified to allow some additional limited vesting after your retirement, as set forth in the Attachment to this letter. To receive the retention bonus and modification of your restricted stock units, you must not voluntarily terminate your employment with Verso before June 30, 2021.

As you know, when you retire you will be entitled to payments and benefits to the extent provided in your Confidentiality and Non-Competition Agreement, dated September 21, 2015, but you will not be entitled to any payments under Verso’s Severance Policy.

Congratulations on your upcoming retirement, Allen.

Sincerely,

/s/ Randy J. Nebel

Randy J. Nebel

President and Chief Executive Officer

ATTACHMENT

The restricted stock units (“RSUs”) that you were granted under Verso’s Performance Incentive Plan (“PIP”) will be modified as follows, subject to all other terms and conditions of the applicable restricted stock unit award agreements (each, an “Award Agreement”) and the PIP:

Time Vesting RSUs
Date of Award Agreement	Modification
February 22, 2018	The next tranche of RSUs scheduled to vest under the applicable Award Agreement that remain unvested will accelerate and become fully vested as of the final date of your employment with the Company.
March 28, 2019
January 24, 2020

Performance Vesting RSUs
Date of Award Agreement	Modification
March 28, 2019	The number of RSUs remaining unvested under the applicable Award Agreement as of the final date of your employment with the Company will be adjusted using the formula in section 7(c) of such Award Agreement, and the resulting number of RSUs will vest if and when the vesting conditions (except the employment requirement) in the Award Agreement are met.
January 24, 2020

2

 

XML

Document and Entity Information	Mar. 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	Mar. 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