UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 December 15, 2025, Berry Corporation (bry) (the “Company”) held a special meeting of the Company’s stockholders (the “Special Meeting”) virtually. At the Special Meeting, the Company’s stockholders voted on and approved (i) a proposal (the “Merger Agreement Proposal”) to adopt the Agreement and Plan of Merger, dated September 14, 2025, among the Company, California Resources Corporation (“CRC”) and Dornoch Merger Sub, LLC, a direct, wholly-owned-subsidiary of CRC, and (ii) a proposal (the “Advisory Compensation Proposal”) to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger.
Prior to the Special Meeting, the Company delivered a definitive proxy statement/prospectus (the “Proxy Statement”) to its stockholders describing the Special Meeting, the Merger Agreement Proposal, the Advisory Compensation Proposal and related information. The Proxy Statement was filed with the U.S. Securities and Exchange Commission on November 4, 2025.
As disclosed in the Proxy Statement, as of the close of business on October 30, 2025, the record date for the Special Meeting, there were 77,607,094 shares of the Company’s common stock, par value $.001 per share (the “Berry Common Stock”), outstanding and entitled to vote. 57,558,425 shares of Berry Common Stock were represented virtually or by proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting.
At the Special Meeting, the Merger Agreement Proposal was approved by the affirmative vote of holders of a majority of the outstanding shares of Berry Common Stock on the record date and entitled to vote thereon. The following are the final voting results on the Merger Agreement Proposal, which is more fully described in the Proxy Statement.
| For |
Against |
Abstain | ||
| 56,199,678 | 1,153,772 | 204,975 |
At the Special Meeting, the Advisory Compensation Proposal was approved, on a non-binding, advisory basis, by the affirmative vote of a majority of the votes cast thereon. The following are the final voting results on the Advisory Compensation Proposal, which is more fully described in the Proxy Statement.
| For |
Against |
Abstain | ||
| 40,348,488 | 16,775,990 | 433,947 |
Because the Company’s stockholders approved the Merger Agreement Proposal, a vote on the proposal to adjourn the Special Meeting, as described in the Proxy Statement, was not called.
Item 7.01 – Regulation FD Disclosure
On December 15, 2025, the Company issued a press release (the “Press Release”) announcing the results of the Special Meeting. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.
Item 8.01 – Other Events
With the approval of the Merger Agreement Proposal, the Company expects the closing of the merger to occur on December 18, 2025.
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Item 9.01 – Financial Statements and Exhibits
| (d) | Exhibits. |
The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:
| Exhibit |
Description | |
| 99.1* | Press Release, dated December 15, 2025. | |
| 104 | The cover page has been formatted in Inline XBRL. | |
| * | Included herewith. |
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SIGNATURE
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.
Date: December 15, 2025
| Berry Corporation (bry) | ||
| By: | /s/ Jenarae N. Garland | |
| Name: | Jenarae N. Garland | |
| Title: | Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | |
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