bpg8k032513.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 2013
 

 

 
BERRY PLASTICS GROUP, INC.
 (Exact name of Registrant as specified in its charter)
 
Delaware
(State of Incorporation)
 
001-35672
(Commission File Number)
 
 
20-5234618
(I.R.S. Employer Identification No.)
101 Oakley Street
Evansville, Indiana
(Address of principal executive offices)
47710
(Zip Code)
 
(812) 424-2904
(Registrant’s telephone number, including area code)
 
N/A
(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))
 
 
 

 
 
 

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

On March 20, 2013, Berry Plastics Group, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, the stockholders approved the election of three returning directors to the Company’s Board of Directors each for a term of three years; the Company’s executive compensation on an advisory, non-binding basis; to hold the advisory vote on executive compensation every three years on an advisory, non-binding basis; and the ratification of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending September 28, 2013.  The proposals presented at the Annual Meeting are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on February 21, 2013.

As of the record date, there were 113,067,431 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, 107,156,811 shares of common stock, or 94.77% of the issued and outstanding shares of common stock entitled to vote, were represented in person or by proxy.  Those shares were voted as follows:

1.  
The following individuals were nominated for election to the Company’s Board of Directors for terms of three years.  All nominees were elected.  The results were as follows:

Name
  
Votes For
    
Votes Withheld
    
Broker Non-Votes
  
Donald C. Graham
     88,641,042       15,222,165       3,293,604  
David B. Heller
     103,466,781       396,426       3,293,604  
Carl J. “Rick” Rickertsen
     103,525,216       337,991       3,293,604  

2.  
The Company’s stockholders approved on an advisory, non-binding basis, the Company’s executive compensation.  The results were as follows:

Votes For
     103,667,449  
Votes Against
     84,412  
Abstain
     111,346  
Broker Non-Votes
     3,293,604  

3.  
The Company’s stockholders approved on an advisory, non-binding basis, the holding of the advisory vote on executive compensation every three years.  The results were as follows:

Three Years
     80,272,277  
Two Years
     66,889  
One Year
     23,434,454  
Abstain
     89,587  
Broker Non-Votes
     3,293,604  

On March 21, 2013, after consideration of these voting results and other factors, the Company’s Board of Directors determined that the Company will hold future advisory votes on executive compensation on a three-year frequency until the next advisory, non-binding vote on the frequency of advisory votes on executive compensation is conducted.

4.  
The Company’s stockholders approved the ratification of Ernst & Young LLP as Berry's independent registered public accountants for the fiscal year ending September 28, 2013.  The results were as follows:

Votes For
     107,127,913  
Votes Against
     10,903  
Abstain
     17,995  


 
 
 

SIGNATURE

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 hereunto duly authorized.
 
 
 
BERRY PLASTICS GROUP, INC.
 
 
 
Date:  March 25, 2013                                                By:    /s/ James M. Kratochvil                                    
                       Name:   James M. Kratochvil
                       Title: Chief Financial Officer