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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): December 8, 2022 (December 2, 2022)
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) |
|
(IRS Employer Identification No.) |
| 1000 Abernathy Road NE |
|
|
| Building 400, Suite 1700 |
|
|
| Atlanta, GA |
|
30328 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (770) 391-8200
(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 240.14d2(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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On December 8, 2022, the board of directors (the “Board”)
of Veritiv Corporation (“Veritiv” or the “Company”) announced that Stephen J. Smith will retire from the Company
on September 30, 2023. The Board has appointed Eric J. Guerin to serve initially as Senior Vice President - Finance beginning on January
1, 2023 and then as Senior Vice President and Chief Financial Officer effective March 1, 2023. Mr. Smith will step down from the Chief
Financial Officer role as of March 1, 2023 and will remain with the Company through September 30, 2023 to assist with the transition and
serve in an advisory role.
Mr. Guerin, 51, previously served as Executive Vice President and Chief
Financial Officer of CDK Global, Inc., a provider of retail technology and software-as-a-service solutions from January 18, 2021 until
July 22, 2022. Mr. Guerin also served as Division Vice President, Finance from August 2020 through January 18, 2021 and as Division Vice
President and Sector Chief Financial Officer, Corning Glass Technologies from September 2016 through August 2020 for Corning Incorporated,
a provider of specialty glass, ceramics and related materials and technologies for industrial and scientific applications. Earlier in
his career, Mr. Guerin served in a number of financial management roles for various public companies, including Flowserve Corporation,
Novartis and Johnson & Johnson. Mr. Guerin serves as a member of the board of directors for Skyworks Solutions, Inc.
Mr. Guerin obtained a Masters of Business Administration from St. John’s
University and a Bachelor of Science in Accounting from the College of Staten Island.
There are no family relationships between any director or executive
officer and Mr. Guerin. Additionally, there are no transactions involving the Company and Mr. Guerin that the Company would be required
to report pursuant to Item 404(a) of Regulation S-K.
The Company entered into an employment
offer letter on December 2, 2022 (the “Offer Letter”) with Mr. Guerin establishing his compensation. Pursuant to the Offer
Letter, Mr. Guerin will receive an annual salary of $600,000, and is eligible to receive an annual incentive bonus targeted at 85% of
base salary (currently $510,000) and payable upon the attainment of one or more pre-established performance metrics established by the
Board or the Compensation and Leadership Development Committee of the Board, and beginning in 2023 an annual equity grant under Veritiv’s
Long-Term Incentive Program targeted at $1,500,000. Mr. Guerin will additionally receive a sign-on equity grant of restricted stock units
in the target amount of $500,000, cliff vesting after three years. The foregoing description of the Offer Letter is not complete
and is qualified in its entirety by reference to the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
On December 8, 2022, Veritiv issued the press release attached as Exhibit
99.1 announcing the retirement of Stephen J. Smith and the appointment of Eric J. Guerin as Senior Vice President - Finance of the Company.
The information included in Item 7.01 of this report and Exhibit 99.1
attached hereto is being furnished and will not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
The information included in Item 7.01 of this report and Exhibit 99.1
attached hereto will not be incorporated by reference into any registration statement or other document filed by the Company under the
Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are included with this report:
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: December 8, 2022 |
/s/ Susan B. Salyer |
| |
Susan B. Salyer |
| |
Senior Vice President, General Counsel & Corporate Secretary |
Exhibit 10.1
December 2, 2022
Eric Guerin
Dear Eric,
Congratulations! I am pleased to offer you a position with Veritiv
Operating Company, a Fortune 500® industry leading packaging, print solutions, and facilities solutions distribution company. Below
are the details of your offer and market-competitive total rewards.
| Title: | Senior
Vice-President Finance (effective January 1, 2023); Chief Financial Officer (effective
March 1, 2023) |
| Location: | Atlanta,
Georgia |
| Reports To: | Sal
Abbate, CEO |
| Start Date: | January 1,
2023 |
| Salary: | $600,000
annually, currently paid on the last business day on or before the 15th and last day
of the month ($25,000 per semi-monthly pay period). This salaried exempt role is not eligible
for overtime pay. |
| Annual Bonus Target: | 85%
of base salary (currently $510,000) annual target in Veritiv's Annual Incentive
Plan (AIP). The AIP is in addition to your salary and rewards you based on individual and
Company performance with a payout potential of up to 200%. For 2023, your bonus will be prorated
based on the number of days you are employed during the year. See the AIP overview and plan
document for additional information. |
| Long-Term Incentive Target: | $1,500,000
current annual grant target in Veritiv's Long-Term Incentive Program (LTIP). The LTIP
is in addition to your salary and includes both: |
| • | performance-based units: 66% of grant value,
with vesting potential of up to 200%, and |
| • | time-based
awards: 34% of grant value, with vestings starting as early as one year. |
You will receive your first grant on
the next annual grant date in 2023. See the LTIP overview and plan document for additional information.
| Sign-On Equity Grant: | Additionally,
you will receive an LTI award in the target amount of $500,000 in Restricted Stock
Units on your hire date. These units will have a 3-year cliff vesting life cycle. |
| Paid Time Off: | 30
days (6 weeks) of paid time off per calendar year, which consists of: 25 days of vacation,
prorated in your first year based on your start date, and 5 days of annual family health
and wellness time, which is immediately available. Additional time may be available per state
and local requirements. You are also immediately eligible to be paid for all Company holidays
as set for in Veritiv’s Holiday Schedule (10 per calendar year). |
| Benefits: | Veritiv
offers a variety of medical, dental, vision, and life insurance options for you and your
dependents, as well as time off, disability, retirement savings benefits, and more. You will
be immediately eligible upon your hire date and will receive enrollment information on your
first day of work. |
| Relocation: | This
position is eligible for relocation benefits. Additional information on this process will
be provided to you upon your acceptance of this offer. This benefit is based upon the expectation
that you will be employed with the Company for one year or more. |
This offer is contingent upon successful completion
of (1) a background investigation and (2) verification of your identity and authorization to work under the Immigration Reform
and Control Act. You will receive forms and instructions to start these processes. For work authorization, a complete list of acceptable
documents is available at https://www.uscis.gov/i-9.
Finally, this offer is also contingent upon you
signing and returning a noncompetition, nonsolicitation and/or nondisclosure agreement, a copy of which is enclosed. You will be required
to electronically sign this document as part of your onboarding process.
This employment offer is based upon your skills
and abilities, not because of confidential, trade secret, or other proprietary information of your former employer(s) which you
may have knowledge. You agree that you:
| 1) | Will not retain any paper or electronic documents
containing confidential, trade secret, or proprietary information belonging to any former
employer; |
| 2) | Will
continue to maintain your duty of loyalty to any current employer until your employment ends; |
| 3) | Will
not utilize or disclose any confidential, trade secret, or proprietary information belonging
to any of your former employers and; |
| 4) | Have
told us if you are bound by any non-compete agreement and/or restrictive covenant agreement
with a former employer or any other entity, and have told Veritiv truthfully and accurately
that such agreement will not prevent you from performing the duties of this position at Veritiv;
and |
| 5) | Will
comply with all provisions in any such non-compete agreement and/or any other restrictive
covenant for the full duration of the agreement. |
Employment with Veritiv is at will. This means that
both you and the Company may terminate the employment relationship at any time, for any reason, with or without cause or advance notice,
and in accordance with applicable law, and that the Company has sole discretion at all times to alter terms and conditions of employment,
including but not limited to your position, job responsibilities, compensation, and benefits.
To accept this offer, please sign this letter by
December 5, 2022. I am delighted that you are considering joining the Veritiv team and believe that you will find this opportunity
to be personally and professionally rewarding. Please let me know if you have any questions.
| Yours Truly, |
|
| |
| Salvatore A. Abbate |
|
| Chief Executive Officer |
|
| |
| |
Accepted & Agreed by: |
| |
|
| |
/s/ Eric J. Guerin |
| |
Eric Guerin |
| |
| |
December 2, 2022 |
| |
Date |
EXHIBIT 99.1
Veritiv Announces
CFO Transition
Stephen J. Smith
to Retire, Eric J. Guerin to Become SVP and CFO, Effective March 1, 2023
ATLANTA (December 8, 2022) – Veritiv Corporation
(NYSE: VRTV) today announced that Stephen J. “Steve” Smith, the company’s Senior Vice President and Chief Financial
Officer (CFO), has informed the Veritiv Board of Directors that he intends to retire from the company in September 2023. Eric J.
Guerin, a seasoned finance leader, will succeed Mr. Smith as Senior Vice President and CFO on March 1, 2023.
To ensure a smooth transition, Mr. Guerin will join Veritiv on
January 1, 2023 as Senior Vice President – Finance, and will officially assume the role of Senior Vice President and CFO on
March 1, 2023. Mr. Smith will remain with the company in an advisory capacity until his retirement on September 30, 2023.
“Steve was the second employee hired
at Veritiv in 2014 and, with the support of his team, made many contributions to our company’s strong financial foundation,”
Sal Abbate, Veritiv’s Chief Executive Officer, said. “He was instrumental in standing up the Finance organization and integrating
our two legacy businesses smoothly. Steve’s commitment to supporting a seamless transition to Eric is consistent with how he leads,
and we wish him all the best in his next chapter.”
Mr. Abbate continued, “Eric has
extensive leadership experience, strong financial acumen and a proven track record of driving growth and leading high-performance finance
teams. We are confident that Eric will be an excellent addition to Veritiv and our leadership team and look forward to partnering with
Eric and benefitting from his expertise.”
Mr. Guerin most recently served as
Executive Vice President and Chief Financial Officer of CDK Global, formerly a publicly traded provider of retail technology and
software-as-a-service solutions. In addition to CDK Global, he has spent more than 20 years in finance leadership roles at publicly
traded companies including Corning Incorporated, Flowserve Corporation, Novartis, and Johnson & Johnson. Mr. Guerin
currently serves as a director on the board of Skyworks Solutions, Inc. and was a director of Natus
Medical, Inc,. prior to it being acquired in 2022.
Mr. Guerin commented, “Veritiv
is an outstanding company with significant opportunities for future growth and value creation, and I am honored to be named CFO. I look
forward to working closely with Steve during this transition period and working alongside Sal and the entire leadership team to generate
enhanced shareholder value and ensure continued success for Veritiv.”
About Veritiv
Veritiv Corporation (NYSE: VRTV), headquartered in Atlanta and a Fortune
500® company, is a full-service provider of packaging, JanSan and hygiene products, services and solutions. Additionally,
Veritiv provides print and publishing products. Serving customers in a wide range of industries both in North America and globally, Veritiv
has distribution centers throughout the U.S. and Mexico, and team members around the world helping shape the success of its customers.
Safe Harbor Provision
Certain statements contained in this press release regarding the transition
of the CFO role, Veritiv’s future financial performance and strategic plans and any other statements not constituting historical
fact are “forward-looking statements” subject to the safe harbor created by the Private Securities Litigation Reform Act
of 1995. Where possible, the words “believe,” “expect,” “will,” “look forward” or other
comparable expressions have been used to identify such forward-looking statements. All forward-looking statements reflect only the Company’s
current beliefs and assumptions with respect to future results or other events, and are based on information currently available to the
Company. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause actual results
or other events to differ materially from those expressed in, or implied by, these statements. Factors that could cause actual results
to differ materially from current expectations include the risks and other factors described under "Risk Factors" and elsewhere
in Veritiv’s Annual Report on Form 10-K and in Veritiv’s other publicly available reports filed with the Securities
and Exchange Commission. The Company is not responsible for updating the information contained in this press release beyond the published
date.
Veritiv Contacts:
| Investors: Scott Palfreeman, 844-845-2136 |
Media: Kristie Madara, 770-391-8471 |