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): February 24, 2020 (
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 19, 2020, the Board of Directors (the “Board”) of Veritiv Corporation (the “Company”) appointed Shantella E. Cooper as a member of the Board. A copy of the press release announcing the appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The Board determined that Ms. Cooper is an independent director under applicable NYSE listing rules and appointed her to the Compensation and Leadership Development Committee and the Nominating and Governance Committee of the Board.
There are no arrangements or understandings between Ms. Cooper and any other persons pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Cooper that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Ms. Cooper will be entitled to receive compensation for her service as a director in accordance with the Company’s standard compensation arrangements for non-employee directors, as adjusted by the Board from time to time. In addition, Ms. Cooper and the Company will enter into an indemnification agreement substantially in the form entered into with the current directors of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this report:
| Exhibit No. | Exhibit Description |
| 99.1 | Press Release of Veritiv Corporation issued February 24, 2020. |
| 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 | |
| Date: February 24, 2020 | /s/ Mark W. Hianik |
| Mark W. Hianik | |
| Senior Vice President, General Counsel & Corporate Secretary |
