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): May 5, 2022 (May 4, 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)		(I.R.S. Employer Identification No.)

1000 Abernathy Road NE		30328
Building 400, Suite 1700		(Zip Code)
Atlanta, Georgia
(Address of principal executive offices)

Registrant’s telephone number, including area code: (770) 391-8200

Not Applicable

(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 240.14d-2(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 5.07.

Submission of Matters to a Vote of Security Holders.

The 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Veritiv Corporation (“Veritiv” or the “Company”) was held on May 4, 2022. Of the 15,030,897 shares of Veritiv common stock outstanding and entitled to vote, 14,087,798 shares were represented, constituting a quorum. At the Annual Meeting, Veritiv shareholders voted on three proposals and cast their votes as described below. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 18, 2022 (the “Proxy Statement”).

Item No. 1 :

Veritiv shareholders elected as directors the eight nominees named in the Proxy Statement and recommended by the Company’s Board of Directors to serve for a one year term expiring at the 2023 Annual Meeting of Shareholders and until their respective successors are elected and qualified, as follows:

			Votes				Broker
Name	Votes For		Against		Abstentions		Non-Votes
Salvatore A. Abbate		12,745,168		19,309		2,946		1,320,375

Shantella E. Cooper		11,222,907		1,541,055		3,461		1,320,375

David E. Flitman		12,748,190		15,755		3,478		1,320,375

Tracy A. Leinbach		12,416,318		347,701		3,404		1,320,375

Stephen E. Macadam		12,661,736		102,153		3,534		1,320,375

Gregory B. Morrison		12,747,955		12,365		7,103		1,320,375

Michael P. Muldowney		12,466,994		296,986		3,443		1,320,375

Charles G. Ward, III		12,463,562		300,490		3,371		1,320,375

Item No. 2:

Veritiv shareholders ratified the appointment of Deloitte & Touche LLP as Veritiv’s independent registered public accounting firm for 2022, as follows:

	Votes For				Votes Against				Abstentions				Broker Non-Votes
		14,038,726				45,682				3,387				0

Item No. 3:

Veritiv shareholders approved, on an advisory basis, Veritiv’s executive compensation, as follows:

	Votes For				Votes Against				Abstentions				Broker Non-Votes
		12,634,502				123,849				9,072				1,320,375

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

Dated:	May 5, 2022	/s/ Mark W. Hianik
		Mark W. Hianik
		Senior Vice President, General Counsel & Corporate Secretary