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 18, 2024
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices)
(661 ) 616-3900
(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 (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 | Name of each exchange on which registered | ||||||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
On February 18, 2024, the Board of Directors (the “Board”) of Berry Corporation (bry) (the “Company”) appointed James “Jim” M. Trimble as an independent director of the Board. Mr. Trimble is expected to serve as a member of each of the Audit Committee and the Compensation Committee of the Board and to serve as Chair of the Nominating & Governance Committee. Mr. Trimble will serve until the next annual meeting of the Company’s shareholders (or, if earlier, his resignation or other termination of service), at which time Mr. Trimble will stand for election.
There are no arrangements or understandings pursuant to which Mr. Trimble was selected as a director. Mr. Trimble has no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
In accordance with the Company’s non-employee director compensation program for 2023, Mr. Trimble will receive a $75,000 annual cash retainer and a $150,000 annual equity retainer for service on the Board, a $10,000 annual cash retainer for service on the Audit Committee, a $7,500 annual cash retainer for service on the Compensation Committee and a $10,000 annual cash retainer for service as the Chair of the Nominating & Governance Committee. The cash retainer is paid quarterly in arrears and the equity retainer comprises restricted stock units that vest in full on the first anniversary of the grant date, provided he continues to serve as a member of the Board as of such date.
In connection with his appointment, Mr. Trimble entered into the Company’s standard indemnity agreement for directors, the form of which is the same as entered with the other directors and officers of the Company and is filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No. 333-226011) and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit No. | 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 hereunto duly authorized.
Dated: February 22, 2024
| Berry Corporation (bry) | ||||||||
| By: | /s/ Jordan D. Scott | |||||||
| Jordan D. Scott | ||||||||
| Vice President, General Counsel and Corporate Secretary | ||||||||