Item 5.07 Results of Operations and Financial Condition.

On March 11, 2022, Verso Corporation, a Delaware corporation (the "Company"), held a virtual special meeting of its stockholders (the "Special Meeting"). As of the close of business on February 7, 2022, the record date for the Special Meeting, there were 29,154,580 shares of the Company's common stock outstanding and entitled to vote. A total of 21,615,458 shares of the Company's common stock were present in person (virtually) or by proxy at the Special Meeting, representing approximately 74.14% of the total number of shares outstanding and entitled to vote at the Special Meeting, which constituted a quorum. Additional information on each of the proposals voted upon at the Special Meeting is contained in the definitive proxy statement for the Special Meeting, which was filed by the Company with the Securities and Exchange Commission on February 8, 2022, and was first mailed to the Company's stockholders on or about February 8, 2022.

Set forth below are the results of the proposals voted on at the Special Meeting.

Proposal 1. The Merger Agreement Proposal: To adopt the Agreement and Plan of Merger, dated as of December 19, 2021 (the "Merger Agreement"), by and among the Company, BillerudKorsnäs Inc., West Acquisition Merger Sub Inc. and, solely for purposes of certain sections thereof (as specified in the Merger Agreement), BillerudKorsnäs AB (the "Merger Agreement Proposal"). Voting results were as follows:



   For     Against Abstain
21,294,852 304,925 15,681

The Merger Agreement Proposal was approved by the requisite vote of the Company's stockholders.

Proposal 2. The Compensation Proposal: To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Compensation Proposal"). Voting results were as follows:



   For     Against Abstain
20,707,224 885,304 22,930

The Compensation Proposal was approved, on an advisory (non-binding) basis, by the requisite vote of the Company's stockholders.

Proposal 3. The Adjournment Proposal: To adjourn the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies if there is an insufficient number of votes to approve the Merger Agreement Proposal at the time of the Special Meeting. Voting results were as follows:



   For      Against  Abstain
20,168,331 1,296,474 150,653

Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.




Item 8.01 Other Events.

On March 11, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.


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Item 9.01 Financial Statements and Exhibits.





(d)  Exhibits



Exhibit
Number Description



99.1   Press Release issued by Verso Corporation, dated March 11, 2022.







104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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