Verso Announces Preliminary Results of 2019 Annual Meeting of Stockholders
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Verso Corporation (NYSE: VRS) today 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.
