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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): July 26, 2021

Utz Brands, Inc.
(Exact name of registrant as specified in its charter)

Delaware   001-38686   85-2751850
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

900 High Street
Hanover, PA 17331
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (717) 637-6644

N/A
(Former name or former address, if changed since last report)

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 Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share UTZ New York Stock Exchange


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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2021, Utz Brands, Inc. (the “Company” or “Utz”) announced several changes to its Executive Management Team. Such changes include, Cary Devore, our current Executive Vice President and Chief Financial Officer, has been named Executive Vice President and Chief Operating Officer of the Company, effective October 4, 2021. In this newly created position, Mr. Devore will work across the organization to help drive revenue growth, productivity, and operational excellence. In addition, he will continue to drive the Company’s strategic corporate initiatives including mergers and acquisitions, capital markets, and the project management office which houses all value creation and acquisition integration activities across the Company.

As Mr. Devore’s successor, the Company has named Ajay Kataria as the Executive Vice President and Chief Financial Officer of the Company, effective October 4, 2021. Mr. Kataria was the Company’s previous Executive Vice President of Finance and Accounting. Following the transition, Mr. Kataria will report to Dylan Lissette, the Company’s Chief Executive Officer. In addition to financial planning and analysis, supply chain finance, commercial finance, and information technology, which he oversees today, Mr. Kataria will assume responsibility for accounting, tax, and investor relations.

Additional information regarding Mr. Devore’s and Mr. Kataria’s age, background and experience is incorporated by reference from the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2021 (the “Proxy Statement”).
Following their appointments, Mr. Devore’s annual base salary will remain at $500,000 per calendar year and Mr. Kataria’s annual base salary will increase effective as of October 4, 2021 to $450,000 per calendar year. Mr. Devore and Mr. Kataria will also be entitled to participate in the Company’s annual cash incentive award program, at a target amount equal to 75% of their respective salaries, and the Company’s other compensation and employee benefit plans described in the Proxy Statement as may be adjusted from time-to-time.
In addition Mr. Devore will be entitled to receive performance share units which settle into shares of the Company’s Class A Common Stock, calculated based on the 10-day volume weighted average closing price of a share of the Company’s Class A Common Stock through October 4, 2021. The performance share units earned will be based on a total shareholder return performance metric as measured against a peer group approved by the Company’s Compensation Committee or Board and in place as of October 4, 2021. Subject to the terms of the award agreement under which the performance share units are granted, such awards shall vest on December 31, 2024.
Item 7.01    Regulation FD Disclosure
A copy of the Company’s press release regarding the management transition described under Item 5.02 and setting forth certain other management changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



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.

Utz Brands, Inc.

Dated: July 26, 2021
By: /s/ Cary Devore

Name: Cary Devore
Title: Executive Vice President, Chief Financial Officer

EX-99.1 2 utzjuly2021managementchang.htm EX-99.1 Document

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UTZ BRANDS ANNOUNCES PROMOTIONS TO EXECUTIVE MANAGEMENT TEAM AS COMPANY POSITIONS FOR NEXT PHASE OF GROWTH


Hanover, PA – July 26, 2021 – Utz Brands, Inc. (NYSE: UTZ) (“Utz” or the Company”), a leading U.S. manufacturer of branded salty snacks, today announced several changes to its Executive Management Team. Today’s announcements reflect the Company’s ongoing process of evaluating capabilities needed in its management team to better position Utz for its next phase of growth.

“As we evolve as a public company, we will continue to enhance Utz’s leadership team to accelerate our ability to grow and strengthen our organization,” said Dylan Lissette, Chief Executive Officer of Utz. “Our collective goal is to create long-term value for our stakeholders, and we are uniquely positioned to capitalize on growth opportunities for our Power Brands while also enhancing profitability through our value creation initiatives. We believe today’s announcements provide the Company with the optimal organizational structure to execute against our strategy, and will best position Utz to deliver on its commitment to be the fastest-growing, pure-play branded salty snack company of scale in the U.S.”

Today the Company announced the following changes to its Executive Management Team:

•Cary Devore has been appointed Executive Vice President and Chief Operating Officer, a new position within Utz, effective October 4, 2021. Mr. Devore is currently the Company’s Chief Financial Officer and will continue to report to Dylan Lissette, Chief Executive Officer of Utz. As Chief Operating Officer, Mr. Devore will work across the organization to help drive revenue growth, productivity, and operational excellence. In addition, he will continue to drive the Company’s strategic corporate initiatives including mergers and acquisitions, capital markets, as well as continue to provide oversight for the Project Management Office, which manages the implementation of value creation and acquisition integration initiatives.
•Cary joined Utz in 2016 as a Board Member as part of a minority equity investment into Utz and transitioned to a full-time operational role in 2017. From 2016 to 2019, Cary worked closely with Mr. Lissette on driving M&A (completing eight acquisitions together), value creation and team development,



as Utz continued its national expansion and built out its capabilities. In 2019, Cary became EVP and CFO, where he focused on leading the Company’s merger with Collier Creek Holdings and its highly successful transition to a public company.

Ajay Kataria has been appointed Executive Vice President and Chief Financial Officer, effective October 4, 2021. Mr. Kataria is currently the Company’s Executive Vice President of Finance and Accounting and will report to Mr. Lissette. Mr. Kataria is a global consumer goods finance leader with more than 20 years of experience. As CFO, he will assume responsibility of Accounting, Tax and Investor Relations, in addition to the business partner teams and Information Technology function, that he oversees today.

•Ajay joined Utz in 2017 and has been instrumental in building out the Company’s FP&A, Commercial Finance, and Supply Chain Finance teams, as well as overseeing the IT function, and playing a leadership role in migrating to a new fully integrated ERP infrastructure. In addition, Ajay has been a key contributor to Utz’s M&A integrations and helped lead the Accounting team through the Company’s public listing process. Ajay joined Utz from Armstrong Flooring, Inc. (NYSE: AFI), where he served as Vice President, Global Finance and Strategy, and led all aspects of business finance and strategy, including international finance teams across Asia and Australia. Prior to Armstrong, Ajay was with Chobani as Vice President, Finance, where he played a significant role as part of the team brought in by a private equity investor. Prior to that, Ajay spent a decade with PepsiCo, Inc. (NASDAQ: PEP), where he held increasingly complex finance roles in large regional and national Direct Store Delivery (“DSD”) operations within the U.S. beverage business.

•Jim Sponaugle has been appointed Executive Vice President and Chief People Officer, effective October 4, 2021. Mr. Sponaugle is currently the Company’s Senior Vice President of Human Resources and Personnel Development and will continue to report to Mr. Lissette in his new role. Jim joined Utz in early 2020 and was instrumental in guiding the Company through the COVID-19 pandemic, while he also helped to build the Company’s corporate governance and compliance framework as a newly public company. Jim is passionate about positioning Utz for a stronger future focused on talent development as the Company continues to grow.

•Todd Staub, Executive Vice President and Chief Administrative Officer, has announced his intention to retire effective January 3, 2022. Mr. Staub has a tremendous history at Utz, helping to grow the Company over the past 25 years from $100 million in sales to over $1 billion today. Todd’s contributions include Controller, Chief Financial Officer, and eventually the promotion to Executive Vice President & Chief Administrative Officer in 2017. Todd has graciously given Utz significant notice of his future retirement to



ensure a smooth transition, and the Company thanks Todd for his incredible contributions during his successful tenure at Utz.
Utz Brands snack foods can be found in leading retailers across the U.S. or available online at Utzsnacks.com. Join the conversation on Facebook, Instagram, and Twitter using @UtzSnacks.

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About Utz Brands, Inc.

Utz Brands, Inc. (NYSE: UTZ) manufactures a diverse portfolio of savory snacks through popular brands including Utz®, ON THE BORDER® Chips & Dips, Golden Flake®,  Zapp’s®, Good Health®, Boulder Canyon®, Hawaiian® Brand, and TORTIYAHS!®, among others.

After a century with strong family heritage, Utz continues to have a passion for exciting and delighting consumers with delicious snack foods made from top-quality ingredients. Utz’s products are distributed nationally through grocery, mass merchandisers, club, convenience, drug and other channels.  Based in Hanover, Pennsylvania, Utz operates fifteen facilities located in Pennsylvania, Alabama, Arizona, Illinois, Indiana, Louisiana, Massachusetts, Michigan and Washington.  For more information, please visit www.utzsnacks.com or call 1‐800‐FOR‐SNAX.

Utz Brands, Inc. Contacts:  

Media
Kevin Brick
kbrick@utzsnacks.com

Investors
Kevin Powers
kpowers@utzsnacks.com