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): February 5, 2021

_____________________

VERSO CORPORATION

(Exact name of registrant as specified in its charter)

8540 Gander Creek Drive

Miamisburg, Ohio 45342

(Address, including zip code, of principal executive offices)

(877) 855-7243

(Registrants’ telephone number, including area code)

_______________________

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:

Securities registered pursuant to Section 12(b) of the Act:

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 7.01       Regulation FD Disclosure.

A copy of the press release announcing (1) the declaration of a quarterly cash dividend of $0.10 per share of Class A Common Stock of Verso Corporation (“Verso”) and (2) the date of the 2021 annual meeting of Verso’s stockholders (“2021 Annual Meeting”) is attached hereto as Exhibit 99.1. 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 (“Exchange Act”) 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 8.01       Other Events.

Verso will hold its 2021 Annual Meeting on May 6, 2021.

Because the date of the 2021 Annual Meeting has been changed by more than 30 days from the anniversary of Verso’s 2020 annual meeting of stockholders, the deadline for the submission of proposals by stockholders for inclusion in Verso’s proxy materials relating to the 2021 Annual Meeting in accordance with Rule 14a-8 under the Exchange Act will be the close of business on February 19, 2021, which Verso believes is a reasonable time before it expects to begin to print and send its proxy materials. Any proposal received after such date will be considered untimely.

In accordance with Verso’s Amended and Restated Bylaws, as amended (“Bylaws”), stockholders who intend to nominate a person for election as a director or submit a proposal regarding any other matter of business at the 2021 Annual Meeting must deliver written notice of any proposed business or nomination to Verso’s Secretary at Verso’s principal executive offices no later than the close of business on February 19, 2021 (which is at least 10 days following the date of public disclosure of the date of the 2021 Annual Meeting). Any notice of proposed business or nomination must comply with the specific requirements set forth in Verso’s Bylaws in order to be considered at the 2021 Annual Meeting.

Item 9.01       Financial Statements and Exhibits.

(d)     Exhibits

SIGNATURE

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.