0001705873FALSE00017058732024-05-232024-05-23

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  
Berry Corporation (bry)
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3860681-5410470
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

16000 N. Dallas Parkway, Suite 500
Dallas, Texas 75248
(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
Common Stock, par value $0.001 per share
Trading Symbol
BRY
Name of each exchange on which registered
Nasdaq Global Select Market

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
FORWITHHOLDBROKER NON-VOTES
Fernando Araujo
63,675,601617,7584,484,236
Renée Hornbaker
60,948,9273,344,4324,484,236
Anne Mariucci57,721,1376,572,2224,484,236
Donald Paul
61,903,7062,389,6534,484,236
Rajath Shourie63,592,948700,4114,484,236
James Trimble
62,918,3371,375,0224,484,236
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:
FORAGAINSTABSTAIN
BROKER NON-VOTES
62,260,1481,868,498164,7134,484,236
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
59,583,928126,8964,442,808139,727
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:
FORAGAINSTABSTAIN
67,536,1451,223,24618,204


Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
104Cover 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




v3.24.1.1.u2
Cover
May 23, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 23, 2024
Entity Registrant Name Berry Corporation (bry)
Entity Incorporation, State or Country Code DE
Entity File Number 001-38606
Entity Tax Identification Number 81-5410470
Entity Address, Address Line One 16000 N. Dallas Parkway
Entity Address, Address Line Two Suite 500
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75248
City Area Code 661
Local Phone Number 616-3900
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol BRY
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001705873
Amendment Flag false
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