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 12, 2017

VERSO CORPORATION

(Exact name of registrant as specified in its charter)

8540 Gander Creek Drive

Miamisburg, Ohio 45342

(Address of principal executive offices) (zip code)

(877) 855-7243

(Registrant’s 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:

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.

Verso Corporation (“Verso”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on May 12, 2017. At the Annual Meeting, Verso’s stockholders (1) elected seven persons – Robert M. Amen, Alan J. Carr, Eugene I. Davis, B. Christopher DiSantis, Jerome L. Goldman, Steven D. Scheiwe and Jay Shuster – to serve as directors of Verso until its 2018 Annual Meeting of Stockholders and until their respective successors are elected and qualified; (2) approved, on an advisory basis, the compensation of Verso’s named executive officers as disclosed in the Proxy Statement dated April 12, 2017 (the “Proxy Statement”) pursuant to the compensation disclosure rules of the Securities and Exchange Commission; (3) approved, on an advisory basis, Verso conducting an advisory stockholder vote to approve the compensation of its named executive officers every year; and (4) ratified the appointment of Deloitte & Touche LLP to serve as Verso’s independent registered public accounting firm for the year ending December 31, 2017. The proposals considered and acted upon by Verso’s stockholders at the Annual Meeting are described in detail in the Proxy Statement. The tabulations of the stockholders’ votes cast at the Annual Meeting with respect to the proposals are as follows:

Stockholders were not provided the option to abstain from voting on this proposal.

Consistent with these results, Verso will conduct an advisory stockholder vote to approve the compensation of its named executive officers every year until the next required advisory stockholder vote on the frequency with which Verso will conduct an advisory stockholder vote on executive compensation.

At the conclusion of the Annual Meeting, B. Christopher DiSantis, the President and Chief Executive Officer and a director of Verso, delivered a statement addressing Verso’s performance in 2016 and its priorities in 2017 and beyond. A copy of Mr. DiSantis’ statement is included as Exhibit 99.1 to this report.

During his statement, Mr. DiSantis referenced Verso’s Adjusted EBITDA for the fiscal year ended December 31, 2016. The table set forth below reconciles net (loss) income to Adjusted EBITDA for the fiscal year ended December 31, 2016.

The information included in this Item 7.01, including Exhibit 99.1, 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.

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.

Date: May 18, 2017

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