Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 8, 2022, the board of directors (the "Board") of Veritiv Corporation ("Veritiv" or the "Company") announced that Stephen J. Smith will retire from the Company on September 30, 2023. The Board has appointed Eric J. Guerin to serve initially as Senior Vice President - Finance beginning on January 1, 2023 and then as Senior Vice President and Chief Financial Officer effective March 1, 2023. Mr. Smith will step down from the Chief Financial Officer role as of March 1, 2023 and will remain with the Company through September 30, 2023 to assist with the transition and serve in an advisory role.

Mr. Guerin, 51, previously served as Executive Vice President and Chief Financial Officer of CDK Global, Inc., a provider of retail technology and software-as-a-service solutions from January 18, 2021 until July 22, 2022. Mr. Guerin also served as Division Vice President, Finance from August 2020 through January 18, 2021 and as Division Vice President and Sector Chief Financial Officer, Corning Glass Technologies from September 2016 through August 2020 for Corning Incorporated, a provider of specialty glass, ceramics and related materials and technologies for industrial and scientific applications. Earlier in his career, Mr. Guerin served in a number of financial management roles for various public companies, including Flowserve Corporation, Novartis and Johnson & Johnson. Mr. Guerin serves as a member of the board of directors for Skyworks Solutions, Inc.

Mr. Guerin obtained a Masters of Business Administration from St. John's University and a Bachelor of Science in Accounting from the College of Staten Island.

There are no family relationships between any director or executive officer and Mr. Guerin. Additionally, there are no transactions involving the Company and Mr. Guerin that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

The Company entered into an employment offer letter on December 2, 2022 (the "Offer Letter") with Mr. Guerin establishing his compensation. Pursuant to the Offer Letter, Mr. Guerin will receive an annual salary of $600,000, and is eligible to receive an annual incentive bonus targeted at 85% of base salary (currently $510,000) and payable upon the attainment of one or more pre-established performance metrics established by the Board or the Compensation and Leadership Development Committee of the Board, and beginning in 2023 an annual equity grant under Veritiv's Long-Term Incentive Program targeted at $1,500,000. Mr. Guerin will additionally receive a sign-on equity grant of restricted stock units in the target amount of $500,000, cliff vesting after three years. The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On December 8, 2022, Veritiv issued the press release attached as Exhibit 99.1 announcing the retirement of Stephen J. Smith and the appointment of Eric J. Guerin as Senior Vice President - Finance of the Company.

The information included in Item 7.01 of this report and Exhibit 99.1 attached hereto is being furnished and will not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

The information included in Item 7.01 of this report and Exhibit 99.1 attached hereto will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01 Financial Statements and Exhibits.






 (d)       Exhibits.

The following exhibits are included with this report:





Exhibit No.                             Exhibit Description
  10.1          Offer Letter dated December 2, 2022 between Veritiv Corporation and
              Eric Guerin.
  99.1          Press Release of Veritiv Corporation Issued December 8, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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