Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Resignation of Chairman of the Board, President and Chief Executive Officer
On August 10, 2016, David J. Paterson, the Chairman of the Board, President and
Chief Executive Officer of Verso Corporation ("Verso"), informed Verso's board
of directors (the "Board") that he intends to retire from the Company and resign
from these positions effective as of August 31, 2016. The Board has begun the
search for a new Chief Executive Officer. On August 15, 2016, Verso entered into
a retirement agreement with Mr. Paterson as further described below (the
"Retirement Agreement"). Robert M. Amen, the current Lead Independent Director
of the Board, will become the Chairman of the Board of Verso upon Mr. Paterson's
Establishment of Office of the Chief Executive
On August 10, 2016, in connection with Mr. Paterson's planned resignation as the
President and Chief Executive Officer of Verso, the Board established, effective
as of September 1, 2016, the Office of the Chief Executive (the "OCE") to lead
the management of Verso until a new Chief Executive Officer comes on board. The
OCE will consist of the following four current executive officers of Verso:
Allen J. Campbell, Senior Vice President and Chief Financial Officer; Michael A.
Weinhold, Senior Vice President of Sales, Marketing and Product Development;
Peter H. Kesser, Senior Vice President, General Counsel and Secretary; and Adam
St. John, the newly elected Senior Vice President of Manufacturing. The OCE will
have the duties and responsibilities associated with the Chief Executive Officer
position and will report directly to the Board and its newly formed Executive
Committee. The OCE and the Executive Committee will be dissolved when a new
Chief Executive Officer comes on board.
While the OCE is in existence, the position of the President of Verso will be
held on an interim basis by a member of the OCE. Mr. Kesser initially will serve
as the President from September 1, 2016, through November 30, 2016, and his
successor thereafter will be selected by the Executive Committee. Mr. Kesser
will continue to serve as the Senior Vice President, General Counsel and
Secretary of Verso during this period.
Creation of Executive Committee of the Board of Directors
On August 10, 2016, the Board established a three-person Executive Committee of
the Board. The initial members of the Executive Committee are Robert M. Amen,
Eugene I. Davis and Jay Shuster, and its Chairperson is Mr. Amen. The Executive
Committee will oversee the operation of Verso's business by its senior
Election of Executive Officers
On August 10, 2016, the Board elected Adam St. John, 53, to serve as the Senior
Vice President of Manufacturing of Verso. A 24-year paper industry veteran,
Mr. St. John has worked at Verso for the past 10 years, most recently serving as
Regional Vice President of Manufacturing with responsibility for Verso's largest
Biographical information about the other members of the OCE is set forth in
Amendment No. 1 to Verso's Annual Report on Form 10-K for the year ended
December 31, 2015, filed with the Securities and Exchange Commission on
April 29, 2016, under the section entitled "Item 10. Directors, Executive
Officers and Corporate Governance - Directors and Executive Officers," which
information is incorporated by reference herein.
Retirement Agreement with Mr. Paterson
The Retirement Agreement reflects Mr. Paterson's decision to retire effective as
of August 31, 2016. Under the Retirement Agreement, and in addition to
Mr. Paterson's other accrued and vested benefits under Verso's benefit plans,
Verso will (a) pay $533,333.33 to Mr. Paterson as a prorated portion of his
target-level annual incentive award under the 2016 Verso Incentive Plan,
(b) contribute a total of $57,548.33, equaling 2.75% of Mr. Paterson's eligible
compensation paid in 2016, to his accounts under Verso's Supplemental Salary
Retirement Program and Deferred Compensation Plan, and (c) pay $46,154.40 to
Mr. Paterson in lieu of his accrued and unused vacation days allowed in 2016.
Mr. Paterson provided Verso with a release of claims and agreed to comply with
certain non-competition, non-solicitation and other covenants.
This summary description of the Retirement Agreement is qualified in its
entirety by reference to the Retirement Agreement, a copy of which is included
as Exhibit 10.1 to this report, and which is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On August 10, 2016, Verso issued a press release announcing the senior
leadership changes described in Item 5.02 of this report. A copy of the press
release is included as Exhibit 99.1 to this report. The press release, including
the information contained therein, is furnished pursuant to Item 7.01, is not to
be considered "filed" under the Securities Exchange Act of 1934, as amended, and
shall not be incorporated by reference into any of Verso's previous or future
filings under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
10.1 Retirement Agreement dated August 15, 2016, between Verso and David J.
99.1 Press release issued by Verso on August 10, 2016.
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