8-K

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

XML

Document and Entity Information	Feb. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 15, 2023
Entity File Number	1-35672
Entity Registrant Name	BERRY GLOBAL GROUP, INC.
Entity Central Index Key	0001378992
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-5234618
Entity Address, Address Line One	101 Oakley Street
Entity Address, City or Town	Evansville
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	47710
City Area Code	812
Local Phone Number	424-2904
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	BERY
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false