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): May 23, 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 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On May 23, 2024, Berry Corporation (bry) (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and the final number of votes cast for, against or withheld, abstentions and broker non-votes for each matter are set forth below:
1.The six director nominees named in the Company's proxy statement for the Annual Meeting were elected by the following votes:
DIRECTOR NOMINEES | FOR | WITHHOLD | BROKER NON-VOTES | |||||||||||||||||
Fernando Araujo | 63,675,601 | 617,758 | 4,484,236 | |||||||||||||||||
Renée Hornbaker | 60,948,927 | 3,344,432 | 4,484,236 | |||||||||||||||||
| Anne Mariucci | 57,721,137 | 6,572,222 | 4,484,236 | |||||||||||||||||
Donald Paul | 61,903,706 | 2,389,653 | 4,484,236 | |||||||||||||||||
| Rajath Shourie | 63,592,948 | 700,411 | 4,484,236 | |||||||||||||||||
James Trimble | 62,918,337 | 1,375,022 | 4,484,236 | |||||||||||||||||
2.The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2024, by the vote indicated below:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 62,260,148 | 1,868,498 | 164,713 | 4,484,236 | |||||||||||||||||
3.The Company’s stockholders voted, on an advisory non-binding basis, for the frequency of future advisory votes on compensation for the Company’s named executive officers (“say-on-pay votes”), the results of which are indicated below:
1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | |||||||||||||||||
| 59,583,928 | 126,896 | 4,442,808 | 139,727 | |||||||||||||||||
Following the Annual Meeting, the Company’s board of directors considered the results, and determined that the Company will hold future say-on-pay votes every year until the next advisory vote regarding the frequency of future say-on-pay votes, which is required to occur no later than the Company’s 2030 annual meeting of stockholders.
4.The ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved by the following votes:
| FOR | AGAINST | ABSTAIN | ||||||||||||
| 67,536,145 | 1,223,246 | 18,204 | ||||||||||||
| 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: May 30, 2024
| Berry Corporation (bry) | ||||||||
| By: | /s/ Danielle Hunter | |||||||
| Danielle Hunter | ||||||||
| President | ||||||||