Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

At the 2023 Annual Meeting of Shareholders (the "Annual Meeting") of Veritiv Corporation ("Veritiv" or the "Company") held on May 3, 2023, the shareholders approved an amendment to the Amended and Restated Certificate of Incorporation of Veritiv (the "Charter") providing for an amendment to the Charter to provide for the exculpation of officers as permitted by Delaware law (the "Amendment"). Accordingly, on May 5, 2023, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware implementing the Amendment. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, of the 13,545,458 shares of Veritiv common stock outstanding and entitled to vote, 12,579,582 shares were represented, constituting a quorum. At the Annual Meeting, Veritiv shareholders voted on four proposals and cast their votes as described below. The proposals are described in detail in the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 17, 2023 (the "Proxy Statement").

Item Veritiv shareholders elected as directors the nine nominees named in the No. 1 : Proxy Statement and recommended by the Company's Board of Directors to


        serve for a one year term expiring at the 2024 Annual Meeting of
        Shareholders and until their respective successors are elected and
        qualified, as follows:




                                     Votes                   Broker
Name                   Votes For    Against   Abstentions   Non-Votes

Salvatore A. Abbate 11,681,170 43,134 5,081 850,197

Autumn R. Bayles 11,415,830 304,629 8,926 850,197

Shantella E. Cooper 11,462,884 257,592 8,909 850,197

David E. Flitman 11,544,546 179,362 5,477 850,197

Tracy A. Leinbach 11,463,494 260,449 5,442 850,197

Stephen E. Macadam 11,559,522 161,437 8,426 850,197

Gregory B. Morrison 11,573,515 146,941 8,929 850,197

Michael P. Muldowney 11,572,675 151,790 4,920 850,197

Charles G. Ward, III 11,547,204 176,890 5,291 850,197

Item No. 2: Veritiv shareholders ratified the appointment of Deloitte & Touche


            LLP as Veritiv's independent registered public accounting firm for
            2023, as follows:




Votes For    Votes Against   Abstentions   Broker Non-Votes
12,520,934      54,827          3,821             0

Item No. 3: Veritiv shareholders approved, on an advisory basis, Veritiv's


            executive compensation, as follows:




Votes For    Votes Against   Abstentions   Broker Non-Votes
11,453,639      264,499        11,247          850,197

Item No. 4: Veritiv shareholders approved the Amendment to the Company's Charter


            to provide for the exculpation of officers as permitted by Delaware
            law, as follows:




Votes For    Votes Against   Abstentions   Broker Non-Votes
10,919,963      797,136        12,286          850,197

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

The following exhibits are included with this report:



Exhibit No.                            Exhibit Description

  3.1           Certificate of Amendment to the Amended and Restated Certificate of
              Incorporation of Veritiv Corporation dated May 5, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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