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 2, 2017

 

 

 

BERRY PLASTICS 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.

 

 

 

 

 

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 2, 2017, Berry Plastics Group, Inc. (the “Company”), amended its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to declassify its board of directors (the “Board”) and provide that directors shall be elected for one-year terms after a transition period.

 

The amendment to the Certificate of Incorporation (the “Certificate of Amendment”) was previously approved by the Board, subject to stockholder approval, and approved by the Company’s stockholders at the Annual Meeting of Stockholders held on March 2, 2017, as further described in Section 5.07 below.

 

On March 2, 2017, the Board approved amendments to the Company’s Amended and Restated Bylaws (“Bylaws”) effective upon the filing of the Certificate of Amendment with the Delaware Secretary of State. Section 3.2 of the Bylaws has been amended to declassify the Board and provide that directors shall be elected for one-year terms. The Bylaws were also amended to make certain related administrative or conforming changes.

 

A copy of the Certificate of Amendment and the Bylaws, as amended and restated on March 2, 2017, are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein. 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 Bylaws, as amended and restated.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

On March 2, 2017, 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 approved (i) the election of three directors to the Board, each for a term of three years, (ii) an amendment to the Company’s Certificate of Incorporation to declassify the Board and provide that, after a transition period, directors shall be elected annually, and (iii) the ratification of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending September 30, 2017. 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 122,329,184 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, 107,237,358 shares of common stock, or 87.66% of the issued and outstanding shares of common stock entitled to vote, 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:

 

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Item 1:Election of Directors.

 

Name   Votes For   Votes
Withheld		   Broker
Non-Votes
B. Evan Bayh   98,657,453   4,332,495   4,247,410
Jonathan F. Foster   98,626,995   4,362,953   4,247,410
Ronald S. Rolfe   101,609,233   1,380,715   4,247,410

 

Item 2:Approval of an amendment to the Company’s Certificate of Incorporation to declassify the Company’s Board and provide that, after a transition period, directors shall be elected annually.

 

Votes For   Votes Against   Abstentions   Broker
Non-Votes
102,976,272   7,959   5,717   4,247,410

 

Item 3:Ratification of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending September 30, 2017.

 

Votes For   Votes
Against		   Abstentions
106,919,549   307,077   10,732

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number		   Description
3.1   Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Berry Plastics Group, Inc.
3.2    Amended and Restated Bylaws of Berry Plastics Group, Inc., as amended and restated on March 2, 2017.

 

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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 PLASTICS GROUP, INC.
  (Registrant)
     
Dated:  March 3, 2017 By: /s/ Jason K. Greene
  Name: Jason K. Greene
  Title: Executive Vice President, Chief Legal Officer and Secretary

 

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