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 15, 2023
BERRY GLOBAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
1-35672
(Commission File Number)
Delaware
| 20-5234618
|
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
101 Oakley Street
Evansville, Indiana 47710
(Address of principal executive offices, including zip code)
(812) 424-2904
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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:
☐
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01 par value per share
|
| BERY
|
| NYSE
|
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.
On February 15, 2023, the Company held its Annual Meeting of Stockholders at the Bally’s Evansville Executive Conference Center located at 450 NW Riverside Dr., Evansville, Indiana 47708 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the three proposals described below. The proposals presented at the Annual Meeting are described in detail in the Company’s Proxy Statement.
At the Annual Meeting, 108,082,607 shares of common stock, or 89.6% of the issued and outstanding shares of common stock, were represented in person or by proxy.
The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Item 1: Election of Directors.
| Name | | Votes For | | | Votes Against | | | Votes Abstaining | | | Broker Non-Votes | |
| B. Evan Bayh | | | 99,140,321 | | | | 3,702,287 | | | | 349,661 | | | | 4,890,338 | |
| Jonathan F. Foster | | | 99,207,489 | | | | 3,636,097 | | | | 348,683 | | | | 4,890,338 | |
| Idalene F. Kesner | | | 97,331,628 | | | | 5,512,445 | | | | 348,196 | | | | 4,890,338 | |
| Jill A. Rahman | | | 100,227,436 | | | | 2,616,812 | | | | 348,021 | | | | 4,890,338 | |
| Carl J. Rickertsen | | | 91,354,785 | | | | 11,489,300 | | | | 348,184 | | | | 4,890,338 | |
| Thomas E. Salmon | | | 101,252,647 | | | | 1,888,142 | | | | 51,480 | | | | 4,890,338 | |
| Chaney M. Sheffield | | | 101,880,812 | | | | 1,269,589 | | | | 41,868 | | | | 4,890,338 | |
| Robert A. Steele | | | 99,743,653 | | | | 3,100,173 | | | | 348,443 | | | | 4,890,338 | |
| Stephen E. Sterrett | | | 101,931,466 | | | | 909,243 | | | | 351,560 | | | | 4,890,338 | |
| Scott B. Ullem | | | 100,353,077 | | | | 2,489,702 | | | | 349,490 | | | | 4,890,338 | |
Item 2: Ratification of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending September 30, 2023.
| Votes For | | | Votes Against | | | Abstentions | |
| | 105,812,504 | | | | 2,234,055 | | | | 36,048 | |
Item 3: Advisory, non-binding vote to approve the Company’s executive compensation.
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 98,963,959 | | | | 4,141,697 | | | | 86,613 | | | | 4,890,338 | |
| Item 9.01 | Financial Statements and Exhibits. | | | | | |
| (d) Exhibits. | | | | | | | | |
Exhibit
Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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 thereunto duly authorized.
| | BERRY GLOBAL GROUP, INC. (Registrant)
| |
| | | | |
| Dated: February 17, 2023 | By: | /s/ Jason K. Greene
| |
| | Name:
| Jason K. Greene
| |
| | Title:
| Executive Vice President, Chief Legal Officer and Secretary | |
| | | | |
