0001739566FALSE12/2900017395662024-04-252024-04-25
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): April 25, 2024
Utz Brands, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-38686 |
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85-2751850 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(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:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share |
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UTZ |
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 25, 2024, as described below, upon recommendation of the Board of Directors (“Board”) of Utz Brands, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to permit officer exculpation for certain breaches of fiduciary duties pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), as further described in “Proposal No.3 Amendment to Company’s Certificate of Incorporation to Permit Officer Exculpation For Certain Breaches of Fiduciary Duties Pursuant to DGCL” on pages 63-64 of the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 14, 2024 (the “Proxy Statement”) and previously approved by the Board of the Company.
As a result, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation (“Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 25, 2024, which became effective upon filing.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on April 25, 2024.
Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. At the Annual Meeting, the Company’s stockholders voted on four proposals. The proposals are described in detail in the Company’s Proxy Statement.
Present at the Annual Meeting in person or by proxy were holders representing 136,638,931 shares of the Company's Class A Common Stock and Class V Common Stock, representing approximately 97.08% of the eligible votes, constituting a quorum. A brief description and the final vote results for the proposals follow.
1.To elect four directors to serve as the Class I directors on the Company’s Board until the 2027 Annual Meeting of stockholders or until their successors are elected and qualified.
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| Nominee |
Votes For |
Withheld |
Broker Non-Votes |
| John Altmeyer |
112,721,330 |
18,034,862 |
5,882,739 |
| Howard Friedman |
128,670,773 |
2,085,419 |
5,882,739 |
| Jason Giordano |
117,828,269 |
12,927,923 |
5,882,739 |
| B. John Lindeman |
128,612,239 |
2,143,953 |
5,882,739 |
As a result, each nominee was elected to serve as a director for a term expiring at the 2027 Annual Meeting of Stockholders or until their successors are elected and qualified.
2.To vote on a non-binding, advisory resolution to approve executive compensation.
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| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 130,221,751 |
482,503 |
51,938 |
5,882,739 |
As a result, the Company’s stockholders approved, in a non-binding advisory vote, the compensation to be paid to the Company’s named executive officers as described in the Proxy Statement.
3.To approve an amendment to the Company’s Certificate of Incorporation to permit officer exculpation for certain breaches of fiduciary duties pursuant to the DGCL.
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| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 118,804,202 |
11,883,115 |
68,875 |
5,882,739 |
As a result, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to permit officer exculpation for certain breaches of fiduciary duties pursuant to the DGCL.
4.To ratify the selection by the Company’s Audit Committee of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2024.
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| Votes For |
Votes Against |
Abstentions |
| 136,133,711 |
471,937 |
33,283 |
As a result, the Company’s stockholders ratified the selection of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
Description |
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| 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: April 26, 2024
By: /s/ Ajay Kataria
Name: Ajay Kataria
Title: Executive Vice President,
Chief Financial Officer and Principal Accounting Officer
EX-3.1
2
exhibit31executed-utzxcert.htm
EX-3.1
Document
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UTZ BRANDS, INC.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Utz Brands, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows.
1. That at a meeting of the Board of Directors of Utz Brands, Inc., resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing Section 8.01 of Article VIII so that, as amended, said Section shall be and read as follows:
Section 8.1. Limited Liability of Directors and Officers. To the fullest extent permitted by law, no director or officer of the Corporation will have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, as applicable. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director of the Corporation, as applicable, shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Neither the amendment nor the repeal of this Article VIII shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Corporation existing prior to such amendment or repeal.
2. That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the DGCL at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
3. This aforesaid amendment has been duly adopted in accordance with Section 242 of the DGCL.
IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this corporation on this 25th day of March, 2024.
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By: /s/ Howard Friedman |
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| Chief Executive Officer |
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