(State or other jurisdiction of incorporation)
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||
001-36479
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42-3234977
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(Commission File Number)
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(IRS Employer Identification No.)
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1000 Abernathy Road NE
Building 400, Suite 1700
Atlanta, GA
(Address of principal executive offices)
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30328
(Zip Code)
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Item No. 1
:
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Veritiv stockholders elected as directors the seven nominees named in the Proxy Statement and recommended by the Board to serve for a one year term expiring at the 2017 Annual Meeting of Stockholders and until their respective successors are elected and qualified, as follows:
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|
|
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Votes
|
|
Broker
|
|
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Name
|
Votes For
|
Against
|
Abstentions
|
Non-Votes
|
|
|
|
|
|
|
|
|
|
Daniel T. Henry
|
14,758,747
|
207,891
|
3,950
|
685,339
|
|
|
|
|
|
|
|
|
|
Mary A. Laschinger
|
14,747,557
|
219,097
|
3,934
|
685,339
|
|
|
|
|
|
|
|
|
|
Tracy A. Leinbach
|
14,927,964
|
38,626
|
3,997
|
685,339
|
|
|
|
|
|
|
|
|
|
William E. Mitchell
|
14,884,213
|
82,399
|
3,976
|
685,339
|
|
|
|
|
|
|
|
|
|
Michael P. Muldowney
|
14,757,868
|
208,828
|
3,892
|
685,339
|
|
|
|
|
|
|
|
|
|
Charles G. Ward, III
|
14,927,653
|
39,002
|
3,933
|
685,339
|
|
|
|
|
|
|
|
|
|
John J. Zillmer
|
14,752,814
|
213,743
|
4,031
|
685,339
|
|
|
|
|
|
|
|
Item No. 2
:
|
Veritiv stockholders ratified the appointment of Deloitte & Touche LLP as Veritiv’s independent registered public accounting firm for 2016, as follows:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
15,603,611
|
43,120
|
9,210
|
0
|
Item No. 3
:
|
Veritiv stockholders approved, on an advisory basis, Veritiv’s executive compensation, as follows:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
14,318,690
|
641,742
|
10,156
|
685,339
|
Item No. 4:
|
Veritiv stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for removal of directors with or without cause, as follows:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
15,552,196
|
43,190
|
60,555
|
0
|
|
|
|
|
Item 9.01.
|
Financial Statements and Exhibits.
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(d) Exhibits.
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3.1
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Veritiv Corporation dated May 12, 2016.
|
|
VERITIV CORPORATION
|
|
|
|
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Date: May 13, 2016
|
/s/ Mark W. Hianik
|
|
Mark W. Hianik
|
|
Senior Vice President, General Counsel & Corporate Secretary
|
|
Exhibit
Number
|
|
Description of Exhibit
|
3.1
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Veritiv Corporation dated May 12, 2016
|
|
VERITIV CORPORATION
|
|
|
By:
/s/ Mark W. Hianik
|
Name: Mark W. Hianik
|
Title: Senior Vice President, General Counsel & Corporate Secretary
|