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 16, 2022


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

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 February 16, 2022, 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.

As of the record date for the Annual Meeting, there were 135,134,003 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, 124,326,619 shares of common stock, or 92.00% 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
   
112,699,269
     
5,414,811
     
11,163
     
6,201,376
 
Jonathan F. Foster
   
113,411,972
     
4,688,946
     
24,325
     
6,201,376
 
Idalene F. Kesner
   
114,688,985
     
3,413,955
     
22,303
     
6,201,376
 
Jill A. Rahman
   
114,711,090
     
3,391,442
     
22,711
     
6,201,376
 
Carl J. Rickertsen
   
112,170,818
     
5,930,187
     
24,238
     
6,201,376
 
Thomas E. Salmon
   
111,433,197
     
6,678,453
     
13,593
     
6,201,376
 
Paula A. Sneed
   
114,709,829
     
3,392,746
     
22,668
     
6,201,376
 
Robert A. Steele
   
114,524,726
     
3,577,164
     
23,353
     
6,201,376
 
Stephen E. Sterrett
   
114,757,467
     
3,342,705
     
25,071
     
6,201,376
 
Scott B. Ullem
   
114,609,793
     
3,490,968
     
24,482
     
6,201,376
 

Item 2:  Ratification of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending October 1, 2022.

Votes For
   
Votes Against
   
Abstentions
 
 
121,387,298
     
2,909,245
     
30,076
 

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

Votes For
   
Votes Against
   
Abstentions
   
Broker Non-Votes
 
 
113,294,473
     
4,728,824
     
101,946
     
6,201,376
 


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 18, 2022
By:
/s/ Jason K. Greene
 
Name:
Jason K. Greene
 
Title:
Executive Vice President, Chief Legal Officer and Secretary