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): March 4, 2020

BERRY GLOBAL GROUP, INC.
(Exact name of registrant as specified in charter)


Delaware
1-35672
20-5234618
(State of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

101 Oakley Street
Evansville, Indiana 47710
 (Address of principal executive offices / Zip Code)


(812) 424-2904
(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:
☐
Written communications pursuant to Rule 425 under the Securities Act.
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
BERY
The New York Stock Exchange

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 March 4, 2020, the Company held its Annual Meeting of Stockholders at the Tropicana 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 four proposals described below.  The proposals presented at the Annual Meeting are described in detail in the Company’s Proxy Statement.
As of the record date for the Annual Meeting, there were 132,393,631 shares of common stock issued and outstanding and entitled to vote on each matter presented for vote at the Annual Meeting.  At the Annual Meeting, 111,981,274 shares of common stock, or 84.58% 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
  
104,017,454
  
4,916,208
  
6,999
  
3,040,613
Jonathan F. Foster
  
105,269,398
  
3,662,963
  
8,300
  
3,040,613
Idalene F. Kesner
  
108,166,539
  
767,511
  
6,611
  
3,040,613
Carl J. Rickertsen
  
107,119,715
  
1,812,579
  
8,367
  
3,040,613
Ronald S. Rolfe
  
105,988,037
  
2,944,963
  
7,661
  
3,040,613
Thomas E. Salmon
  
104,611,300
  
3,115,989
  
1,213,372
  
3,040,613
Paula A. Sneed
  
108,108,119
  
825,521
  
7,021
  
3,040,613
Robert A. Steele
  
107,696,013
  
1,236,779
  
7,869
  
3,040,613
Stephen E. Sterrett
  
108,002,516
  
929,706
  
8,439
  
3,040,613
Scott B. Ullem
  
107,297,173
  
1,635,646
  
7,842
  
3,040,613



Item 2: Ratification of Ernst & Young LLP as the Company’s independent registered public accountants for thefiscal year ending September 26, 2020.

 
Votes For
  
Votes Against
  
 
Abstentions
109,243,662
  
2,730,183
  
7,429



Item 3: Advisory, non-binding vote to approve the Company’s executive compensation.

 
Votes For
  

Votes Against
  
 
Abstentions
  
Broker
Non-Votes
106,125,649
  
2,803,471
  
11,541
  
3,040,613


Item 4: Stockholder proposal to permit stockholders to act by written consent.

 
Votes For
  

Votes Against
  
 
Abstentions
  
Broker
Non-Votes
59,065,921
  
49,216,088
  
658,652
  
3,040,613


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)  
       
Date: March 9, 2020
By:
/s/ Jason K. Greene
  
  Name: 
Jason K. Greene
  
  Title: 
Executive Vice President, Chief Legal Officer  
    and Secretary