BERRY PLASTICS GROUP, INC. (NYSE:BERY) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
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Amendments 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 Companys
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 Companys
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 5.07 |
Submission 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 Companys stockholders
approved (i) the election of three directors to the Board, each
for a term of three years, (ii) an amendment to the Companys
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
Companys 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 Companys 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:
| 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 Companys Certificate of Incorporation to declassify the Companys 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 Companys 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 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit Number | Description | |
| 3.1 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Berry Plastics Group, Inc. |
|
| 3.2 |
Amended and Restated Bylaws of Berry Plastics Group, Inc., as amended and restated on March 2, 2017. |
About BERRY PLASTICS GROUP, INC. (NYSE:BERY)
Berry Plastics Group, Inc. is a provider of value-added plastic consumer packaging, non-woven specialty materials and engineered materials. The Company offers products, such as closures, prescription vials, specialty films, adhesives, nonwovens, drink cups, containers and bottles. The Company operates through three segments: Health, Hygiene & Specialties, Consumer Packaging, and Engineered Materials. The Consumer Packaging segment primarily consists of containers, foodservice items, closures, overcaps, bottles, prescription vials, tubes, and printed films. The Health, Hygiene & Specialties segment primarily consists of non-woven specialty materials used in hygiene, infection prevention, personal care, industrial, construction, and filtration applications. The Engineered Materials segment primarily consists of pipeline corrosion protection solutions, tapes and adhesives, polyethylene-based film products, can liners, and specialty coated and laminated products. BERRY PLASTICS GROUP, INC. (NYSE:BERY) Recent Trading Information
BERRY PLASTICS GROUP, INC. (NYSE:BERY) closed its last trading session down -0.12 at 50.84 with 877,258 shares trading hands.