BERRY GLOBAL GROUP, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
For a summary of the terms and conditions of the Plan, see "Proposal 5: Approval
of Amendment and Restatement of the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The Charter Amendment was previously approved by the board of directors (the
"Board") of the Company, subject to stockholder approval, and approved by the
Company's stockholders at the Annual Meeting of Stockholders held on
As a result of the stockholder approval of the Charter Amendment, the Board
approved an amendment to the Amended and Restated Bylaws of the Company (the
"Bylaws"), which became effective as of
The foregoing description of the amendments to the Certificate of Incorporation and Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation, as amended, and the Bylaws, as amended and restated. Copies of the Charter Amendment and the amended Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the record date for the Annual Meeting, there were 133,893,860 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, 123,681,038 shares of common stock, or 92.37% 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 116,197,563 2,868,348 7,252 4,607,875 Jonathan F. Foster 116,690,599 2,373,248 9,316 4,607,875 Idalene F. Kesner 118,895,701 171,195 6,267 4,607,875 Jill A. Rahman 119,003,590 63,052 6,521 4,607,875 Carl J. Rickertsen 117,088,857 1,975,159 9,147 4,607,875 Thomas E. Salmon 115,150,120 3,808,552 114,491 4,607,875 Paula A. Sneed 118,996,398 69,767 6,998 4,607,875 Robert A. Steele 118,982,554 80,997 9,612 4,607,875 Stephen E. Sterrett 118,997,704 66,007 9,452 4,607,875 Scott B. Ullem 117,293,729 1,771,607 7,827 4,607,875
Item 2: Ratification of
public accountants for the fiscal year ending October 2, 2021 .
Votes For Votes Against Abstentions
118,658,856 5,003,527 18,655
Item 3: Advisory, non-binding vote to approve the Company's executive
compensation.
Votes For Votes Against Abstentions Broker Non-Votes
115,746,585 3,285,929 40,649 4,607,875
Item 4: Approval of an amendment to the Company's Amended and Restated
Certificate of Incorporation to reduce the ownership threshold required
for stockholders to call a special meeting of stockholders from 25% to
15% of the Company's outstanding common stock.
Votes For Votes Against Abstentions Broker Non-Votes
118,622,698 383,231 67,234 4,607,875
Item 5: Approval of the Company's Amended and Restated 2015 Long-Term Incentive
Plan to, among other things, increase the number of shares of common
stock reserved for issuance by 8,250,000 shares.
Votes For Votes Against Abstentions Broker Non-Votes
110,981,604 8,070,920 20,639 4,607,875
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Berry Global Group, Inc.
3.2 Amended and Restated Bylaws, as amended and restated effective as of
February 24, 2021
10.1 Amended and Restated Berry Global Group, Inc. 2015 Long-Term Incentive
Plan, effective February 24, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source
