Utz Brands Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$UTZ
Packaged Foods
Consumer Staples
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 24, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (717 ) 637-6644
(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:
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 5.07 Submission of Matters to a Vote of Security Holders
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of the Utz Brands, Inc. (the “Company”) was held on April 24, 2025.
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 three proposals. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”).
Present at the Annual Meeting in person or by proxy were holders representing 136,233,395 total shares of the Company's Class A Common Stock and the Company’s Class V Common Stock, which holders represented approximately 96.34% of the voting power of the Company’s stock issued and outstanding and entitled to vote at the Annual Meeting, constituting a quorum. A brief description and the final vote results for the matters submitted to a vote at the Annual Meeting follow.
1.The Company’s stockholders elected each of the following four directors nominated by the Company’s Board of Directors (the “Board”) to serve as the Class II directors on the Board for a term expiring at the Company’s 2028 annual meeting of stockholders and until his or her successor is elected and qualified, based upon the votes set forth in the below table:
| Nominee | Votes For | Withheld | Broker Non-Votes | ||||||||
| Antonio Fernandez | 118,058,046 | 10,197,160 | 7,978,189 | ||||||||
| Craig Steeneck | 117,983,083 | 10,272,123 | 7,978,189 | ||||||||
| Pamela Stewart | 118,953,774 | 9,301,432 | 7,978,189 | ||||||||
| William Werzyn, Jr. | 126,641,760 | 1,613,446 | 7,978,189 | ||||||||
2.The Company’s stockholders approved a non-binding, advisory resolution to approve executive compensation as described in the Proxy Statement, based upon the votes set forth in the below table:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 120,914,366 | 7,273,870 | 66,970 | 7,978,189 | ||||||||
3.The Company’s stockholders approved the ratification of the selection by the Audit Committee of the Board of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2025, based upon the votes set forth in the below table:
| Votes For | Votes Against | Abstentions | ||||||
| 134,751,301 | 1,453,406 | 28,688 | ||||||
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 28, 2025
By: /s/ Ajay Kataria
Name: Ajay Kataria
Title: Executive Vice President,
Chief Financial Officer and Chief Accounting Officer