DEF: Berry Global Group Sets Date for 2025 Annual Stockholders Meeting

Berry Global Group has announced its annual meeting of stockholders will be held on February 5, 2025, in Evansville, Indiana, with proxy voting available online, by phone, or by mail.

Summary

• Berry Global Group, Inc. will hold its Annual Meeting of Stockholders on February 5, 2025, at 10:00 a.m. Central Time, at the Ballys Evansville Casino & Hotel in Evansville, Indiana.
• Stockholders of record as of January 6, 2025, are eligible to vote at the meeting.
• The agenda includes the election of eleven director nominees, ratification of Ernst & Young LLP as independent auditors, an advisory vote on executive compensation, and a vote on the frequency of executive compensation advisory votes.
• Proxy voting is available via the internet at www.proxyvote.com, by phone, or by mail, with a deadline of 11:59 p.m., Eastern Time, on February 4, 2025.
• The board recommends voting for all director nominees, for the ratification of Ernst & Young, for the approval of executive compensation, and for holding the advisory vote on executive compensation every one year.
• The document details the board's commitment to corporate governance, including director independence, board refreshment, and risk oversight.
• Executive compensation is structured around pay-for-performance, with a mix of base salary, short-term incentives tied to Adjusted EBITDA, free cash flow, and greenhouse gas emissions reduction targets, and long-term equity incentives.
• For fiscal year 2024, the company achieved 100% of the Adjusted EBITDA target, 107% of the free cash flow target, and 200% of the Greenhouse Gas emissions reduction target, resulting in a 117% payout of target STI for named executive officers.
• The company's sustainability strategy, Impact 2025, focuses on products, performance, and partnerships, with a goal to make 100% of fast-moving consumer packaging reusable, recyclable, or compostable by 2025.
• The document also includes information on director and executive officer share ownership, related party transactions, and the report of the Audit & Finance Committee.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The company highlights its commitment to corporate governance, sustainability, and performance-based compensation, which are positive aspects. There are no significant negative issues raised.

Positives

• The company has a strong focus on corporate governance, with a majority of independent directors and independent board committees.
• The board has a commitment to board refreshment, adding six new directors in the last six years.
• The company has a robust ethics and compliance program.
• Executive compensation is closely tied to company performance, aligning the interests of executives with those of stockholders.
• The company has a clear sustainability strategy with specific goals, including making all fast-moving consumer packaging reusable, recyclable, or compostable by 2025.
• The company has a compensation recovery policy in place.
• The company has a policy prohibiting hedging or pledging of stock by directors, executive officers and key employees.

Negatives

• The document is primarily a proxy statement for the annual meeting and does not contain any significant negative information about the company's performance or outlook.
• The document does not contain any specific negative information about the company's financial performance.

Risks

• The document mentions that forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially.
• The document refers to the risk factors discussed in the company's Annual Report on Form 10-K, which may contain material risks not explicitly mentioned in the proxy statement.

Future Outlook

The document includes forward-looking statements regarding the company's business strategy, strategic priorities, goals, targets, director succession plans, and corporate responsibility and sustainability programs. These statements are based on current expectations and are subject to risks and uncertainties.

Management Comments

• The directors and officers of Berry Global Group, Inc. join me in inviting you to attend our Annual Meeting of Stockholders on February 5, 2025.
• We encourage you to vote via the Internet using the control number that appears on the front of your proxy card and to choose to view future mailings electronically rather than receiving them on paper.
• We urge you to submit your proxy promptly.
• The Board and the Nominating & Governance Committee believe that the eleven director nominees named in this proxy statement possess the necessary qualifications to provide effective oversight of the Company’s business.
• The Audit & Finance Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as the Independent Auditors for the fiscal year ending September 27, 2025 is in the best interests of the Company and its stockholders.
• The Board recommends that stockholders approve, on an advisory, non-binding basis, our executive compensation.
• The Board recommends that stockholders vote to conduct an advisory vote on executive compensation every One Year.

Industry Context

This proxy statement is a standard document for a publicly traded company, outlining the agenda for the annual meeting and providing information on corporate governance, executive compensation, and other relevant matters. The focus on sustainability and ESG reflects a growing trend in the packaging industry and among investors.

Comparison to Industry Standards

• The company's board structure, with a majority of independent directors and separate committees, aligns with best practices in corporate governance.
• The executive compensation program, with a mix of base salary, short-term incentives, and long-term equity awards, is typical for large public companies.
• The use of Adjusted EBITDA and free cash flow as performance metrics is common in the manufacturing and packaging industries.
• The company's sustainability goals, including the target for 100% reusable, recyclable, or compostable packaging by 2025, are in line with industry trends and increasing investor focus on environmental responsibility.
• The peer group used for compensation benchmarking includes companies such as Amcor, International Paper, and Sealed Air, which are all major players in the packaging industry.

Management Changes

Related Party Transactions

• Certain of the Company’s employees who invested in the Company, including the Chief Executive Officer, Chief Financial Officer, and President – Health, Hygiene and Specialties Division, entered into a stockholders agreement with the Company’s equity sponsors that was amended and restated upon completion of the Company’s initial public offering in October 2012 and most recently in January 2015.

Stakeholder Impact

• Shareholders are asked to vote on key matters related to the company's governance and executive compensation.
• Employees are impacted by the company's compensation and benefits programs, as well as its commitment to safety and diversity.
• Customers benefit from the company's focus on sustainability and innovative packaging solutions.
• The company's sustainability initiatives impact the environment and the communities in which it operates.
• The company's financial performance and strategic decisions impact investors and creditors.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Stockholders on February 5, 2025.
• The company will continue to execute its business strategy and sustainability initiatives.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Executive Compensation, Sustainability, Corporate Governance, Director Election, Independent Auditors, Ernst & Young, Shareholders, Stockholders, ESG, Compensation, Incentive Plan, Adjusted EBITDA, Free Cash Flow, Greenhouse Gas Emissions