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): March 2, 2017

BERRY PLASTICS GROUP, INC.

(Exact name of registrant as specified in charter)

101 Oakley Street

Evansville, Indiana 47710

(Address of principal executive offices / Zip Code)

(812) 424-2904

(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:

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 Company’s 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 Company’s 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.

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 Company’s stockholders approved (i) the election of three directors to the Board, each for a term of three years, (ii) an amendment to the Company’s 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 Company’s 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 Company’s 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:

(d) Exhibits.

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 thereunto duly authorized.