Verso Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 06/26/2020   Download
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On June 24, 2020, the Board of Directors (“Board”) of Verso Corporation (“Verso”) approved an amendment and restatement of Verso’s Amended and Restated Bylaws, as amended (“Bylaws”), with such amendment and restatement to be effective immediately. Article II, Section 2.7 of the Bylaws was amended to adopt a majority voting standard for the election of directors in uncontested elections. A plurality voting standard will continue to apply in the event of a contested director election.

The majority voting standard adopted by the Board includes a director resignation policy that requires an incumbent director who stands for election to the Board but who fails to receive a majority of the votes cast in an uncontested election of directors to tender his or her resignation to the Secretary of Verso promptly following certification of the election results. In such event, the Board, taking into account the recommendation of the Corporate Governance and Nominating Committee of the Board, must decide whether to accept or reject the resignation and publicly disclose its decision, including the rationale behind any decision to reject the tendered resignation, within 90 days following certification of the election results. The Corporate Governance and Nominating Committee and the Board may, in making their recommendation or decision, as applicable, consider any factors and other information that they consider appropriate and relevant.