MIAMISBURG, Ohio, Feb. 3, 2020 /PRNewswire/ -- Verso Corporation
(NYSE: VRS) ("Verso" or the "Company") today announced preliminary
results of matters voted upon during its 2019 Annual Meeting of
Stockholders held on January 31,
2020.
Preliminary results of the voting at the annual meeting indicate
that stockholders:
- Elected Dr. Robert K. Beckler,
Sean T. Erwin, Jeffrey E. Kirt, Randy
J. Nebel, Adam St. John, and
Nancy M. Taylor by plurality voting
to serve as directors for a term expiring at Verso's 2020 annual
meeting of stockholders and remaining in office until their
respective successors are elected and qualified;
- Approved the sale of the Company's Androscoggin and Stevens
Point mills, pursuant to the Membership Interest Purchase
Agreement, dated as of November 11,
2019, by and between Pixelle Specialty Solutions LLC, Verso
Paper Holding LLC and Verso (the "Pixelle Transaction") with more
than 70% of the outstanding shares voted in favor;
- Approved the proposal to adjourn or postpone the Annual Meeting
with the votes cast in favor of this proposal exceeding 68% of the
shares deemed present at the meeting and entitled to vote on the
proposal; the annual meeting was not adjourned or postponed under
this proposal because the Pixelle Transaction was approved by at
least the majority vote;
- Approved three amendments to Verso's Amended and Restated
Certificate of Incorporation to (a) change the supermajority vote
requirement for stockholders to remove directors to a majority vote
requirement, (b) change the supermajority vote requirement for
stockholders to amend Verso's Bylaws to a majority vote requirement
and (c) change the supermajority vote requirement for stockholders
to amend certain provisions of Verso's Certificate of Incorporation
to a majority vote requirement with more than 85% of the
outstanding shares voted in favor in each case;
- Approved, on an advisory basis, the compensation of Verso's
named executive officers as disclosed in the Proxy Statement dated
December 27, 2019, with the votes cast in favor of this proposal
exceeding 65% of the shares deemed present at the meeting and
entitled to vote on the proposal;
- Ratified the appointment of Deloitte & Touche LLP to serve
as Verso's independent registered public accounting firm for the
years ending December 31, 2019, and December 31, 2020, with the
votes cast in favor of this proposal exceeding 94% of the shares
deemed present at the meeting and entitled to vote on the
proposal;
- Did not approve, on an advisory basis, the adoption of the
stockholder rights plan with shares voting against this proposal
and shares abstaining together comprising more than 79% of the
shares deemed present at the meeting and entitled to vote on the
proposal;
- Approved, on an advisory basis, the majority vote requirement
for election of directors with the votes cast in favor of this
proposal exceeding 64% of the shares deemed present at the meeting
and entitled to vote on the proposal; and
- Approved the stockholder proposal to repeal any amendments to
Verso's Amended and Restated Bylaws adopted after June 26, 2019,
with more than 79% of the outstanding shares voted in favor.
Because the Board has not adopted any amendments to the Amended and
Restated Bylaws since June 26, 2019, the vote on this proposal will
have no effect.
Also, in connection with the previously announced cooperation
agreement between the Company and Lapetus Capital II LLC, and
affiliates of Atlas Holdings LLC and Blue Wolf Capital Advisors IV,
LLC, Marvin Cooper will be appointed to the vacancy on the Board
for a term expiring at Verso's 2020 annual meeting of stockholders
and until his successor is elected and qualified.
Verso expects that the Pixelle Transaction will close in early
February 2020. The Verso Board of
Directors will announce how it intends to return net cash proceeds
from the transaction of up to $282 million and not less
than $225 million to stockholders as soon as practicable
following the closing of the Pixelle Transaction.
Final tabulations of the voting results will be filed on a
Current Report on Form 8-K with the Securities and Exchange
Commission after they are certified by the Company's independent
inspector of elections.
About Verso
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 specialty and
graphic 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, as amended, or
"Securities Act," and Section 21E of the Securities Exchange Act of
1934, as amended, or "Exchange Act." Forward-looking statements may
be identified by the words "believe," "expect," "anticipate,"
"project," "plan," "estimate," "intend" and other similar
expressions. They include, for example, statements relating to our
business and operating outlook; assessment of market conditions;
and the growth potential of the industry in which we operate.
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 us. Actual
results could vary materially depending on risks and uncertainties
that may affect us and our business. The following factors, among
others, could cause actual results to differ from those set forth
in the forward-looking statements: the long-term structural decline
and general softening of demand facing the paper industry; our
exploration of strategic alternatives, including the possible sale
or merger of our entire company or a material portion of our
business and our ability to consummate any such strategic
transactions, including the proposed sale of our Androscoggin Mill
and Stevens Point Mill; the risk that the purchase agreement for
the sale transaction would limit our ability to pursue other
strategic alternatives to the sale transaction; the risk that the
purchase agreement for the sale transaction might expose us to
contingent liabilities;; the risk that the pending sale transaction
could create unknown impacts on our future prospects; the risk that
the amount of net proceeds that we would receive from the sale
transaction is subject to uncertainties; the risk that stockholders
are not guaranteed to receive any of the proceeds from the sale
transaction; the risk that management could spend or invest the net
proceeds from the sale transaction in ways against stockholders'
wishes; the risk that some of our executive officers might have
interests in the sale transaction that might be in addition to, or
different from, stockholders' interests; the risk that our business
following the sale transaction would be reduced and less
diversified; the risk that we would be unable to compete with
respect to certain specialty paper products for two years after the
closing of the sale transaction;; the risk that an event, change or
other circumstances could give rise to the termination of the sale
transaction; the risk that failure to consummate the sale
transaction might materially and adversely affect our business,
financial condition and results of operation; the risk that a
condition to closing of the sale transaction may not be satisfied;
the risk that we would be required to pay a termination fee if the
purchase agreement for the sale transaction is terminated under
specified circumstances; the timing to consummate the sale
transaction; the risk that any announcement relating to the sale
transaction could have adverse effects on the market price of our
common stock; the risk of and the outcome of any pending or
threatened litigation related to the sale transaction; the risk of
disruption from the sale transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the
diversion of management time on transaction-related issues; our
adoption of a limited duration stockholder rights plan and its
ability to delay or discourage a merger, tender offer or change of
control;; developments in alternative media, which have and are
expected to continue to adversely affect the demand for some of our
key products, and the effectiveness of our responses to these
developments; intense competition in the paper manufacturing
industry; our dependence on a small number of customers for a
significant portion of our business; any additional closure and
other restructuring costs; our limited ability to control the
pricing of our products or pass through increases in our costs to
our 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; our
ability to continue to execute and implement our strategic plan;
our initiatives to improve our financial and operational
performance and increase our growth and profitability; our future
operational and financial performance;; the future effect of our
strategic plan on our probability, growth and stockholder return;
and the potential risks and uncertainties described in Part I, Item
1A, "Risk Factors" of our Annual Report on Form 10-K for the year
ended December 31, 2018, as amended,
Part I, Item 2, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," Part II, Item 1A, "Risk
Factors" of our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2019, and "Risk Factors
Relating to the Sale Proposal" of our definitive proxy statement
filed with the SEC on December 30,
2019, as such disclosures may be amended, supplemented or
superseded from time to time by other reports we file with the SEC,
including subsequent annual reports on Form 10-K and quarterly
reports on Form 10-Q. We assume no obligation to update any
forward-looking statement made in this press release to reflect
subsequent events or circumstances or actual outcomes.
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SOURCE Verso Corporation