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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material under §240.14a-12 BERRY CORPORATION (bry) (Name of Registrant as Specified In Its Charter) Not Applicable (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ý No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: _________________________________________________________ (2) Form Schedule or Registration Statement No.: _________________________________________ (3) Filing Party: ____________________________________________________________________ (4) Date Filed: _____________________________________________________________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF BERRY CORPORATION (BRY) TO BE HELD ON May 19, 2021 To the Valued Stockholders of Berry Corporation (bry): The 2021 Annual Meeting of Stockholders (including any postponement or adjournment thereof, the “Annual Meeting”) of Berry Corporation (bry) (the “Company”) will be held online at www.virtualshareholdermeeting.com/ BRY2021 on May 19, 2021 at 10:00 A.M. CDT with log-in beginning at 9:45 A.M. CDT on that date. Due to ongoing restrictions and public health concerns from the novel coronavirus COVID-19 pandemic, and out of an abundance of caution to ensure the health and well-being of our employees and stockholders, the Annual Meeting will be conducted completely virtually, via a live audio webcast; there will be no physical meeting location. Even though our meeting is being held virtually, stockholders will still have the ability to fully participate in the Annual Meeting, including the ability to ask questions during the meeting. The Annual Meeting is being held for the following purposes: 1. To elect the six director nominees named in the accompanying Proxy Statement to serve until the 2022 Annual Meeting of Stockholders or until the earlier of such director's death, resignation, retirement, disqualification or removal; and 2. To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. These proposals are further described in the accompanying Proxy Statement, which is being provided to you by the Company's Board of Directors (the “Board”) in connection with the Company's solicitation of proxies to be voted during the Annual Meeting. We will also transact such other business, and consider and take action, as appropriate, on such other matters that may properly come before the Annual Meeting. The Board fixed the close of business on March 22, 2021, as the record date for determining the stockholders that have the right to receive notice of, attend and participate, and vote during the Annual Meeting. The Annual Meeting is expected to begin promptly at 10:00 A.M. CDT. If you plan to attend the Annual Meeting online, you must register in advance at www.virtualshareholdermeeting.com/BRY2021 no later than 5:00 P.M. EDT on May 18, 2021. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions during the meeting and in advance. Please be sure to follow instructions found on your proxy card and subsequent instructions that will be delivered to you via email. You will be able to listen, vote, and submit questions from any remote location that has Internet connectivity. Your vote is important to us. Regardless of whether you plan to participate in the virtual Annual Meeting, we hope you will vote as soon as possible. In advance of the Annual Meeting, you may vote your shares online (www.proxyvote.com), by telephone (1-800-690-6903), or by mailing your proxy card in the pre- addressed envelope you will receive if you request printed materials. You may also vote during the Annual Meeting, even if you previously submitted your vote. If your shares are held in a bank or brokerage account, please refer to the materials provided by your bank or broker for voting instructions. Please see the Proxy Statement for additional instructions on how to vote and attend the Annual Meeting online. Stockholders are being notified of the Proxy Statement and the form of proxy beginning April 5, 2021. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS OF BERRY CORPORATION (BRY) TO BE HELD ON May 19, 2021 The Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement, proxy card and our 2020 Annual Report to Stockholders (which includes the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020) are available free of charge on our website at www.bry.com and www.proxyvote.com. On behalf of the Company and the Board, thank you for your continued support. By Order of the Board of Directors, Danielle Hunter Executive Vice President, General Counsel and Corporate Secretary April 5, 2021 TABLE OF CONTENTS Page PROXY HIGHLIGHTS...................................................................................................................... 2 PROPOSAL NO. 1—ELECTION OF DIRECTORS......................................................................... 9 CORPORATE GOVERNANCE........................................................................................................ 18 EXECUTIVE OFFICERS................................................................................................................... 27 SOCIAL SOCIAL RESPONSIBILITY AND ESG............................................................................ 29 STOCKHOLDER ENGAGEMENT & COMMUNICATION WITH THE BOARD....................... 34 PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.................................................................................................................... 35 OTHER AUDIT COMMITTEE MATTERS...................................................................................... 36 EXECUTIVE COMPENSATION...................................................................................................... 38 DIRECTOR COMPENSATION........................................................................................................ 53 OTHER COMPENSATION INFORMATION.................................................................................. 55 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....... 56 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS................................. 58 ABOUT BERRY................................................................................................................................. 61 ABOUT THE ANNUAL MEETING................................................................................................. 63 OTHER INFORMATION.................................................................................................................. 68 NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS............................................ 70 (This page has been left blank intentionally.) BERRY CORPORATION (bry) 16000 N. Dallas Pkwy. Suite 500 Dallas, Texas 75248 PROXY STATEMENT 2021 ANNUAL MEETING OF STOCKHOLDERS These proxy materials are being furnished to you by the Board of Directors (the “Board”) of Berry Corporation (bry), a Delaware corporation, in connection with the solicitation of proxies for our 2021 Annual Meeting of Stockholders (including any postponement or adjournment thereof, the “Annual Meeting”), to be held online at www.virtualshareholdermeeting.com/BRY2021 on May 19, 2021 at 10:00 A.M. CDT with log-in beginning at 9:45 A.M. CDT that day. The Annual Meeting is being held for the purposes summarized in the accompanying Notice of Annual Meeting of Stockholders and detailed in this Proxy Statement. Due to ongoing restrictions and health and safety concerns from the novel coronavirus COVID-19 pandemic, we have adopted a virtual format for our Annual Meeting, conducted via an online audio webcast; we will not have a physical meeting location. If you plan to participate in the virtual Annual Meeting, you must register in advance at www.virtualshareholdermeeting.com/BRY2021 no later than 5:00 P.M. EDT on May 18, 2021. Stockholders will be able to listen, vote, and submit questions from any remote location that has Internet connectivity. The Notice of Annual
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