8-K

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): December 9, 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 Principal Officers; Election of Directors; Appointment of Principal Officers.

Appointment of New Board Member

On December 9, 2021, the Board of Directors (the “Board”) of Utz Brands, Inc. (the “Company”), pursuant to a recommendation of the Company’s Nominating and Corporate Governance Committee, approved, effective January 3, 2022 (the “Effective Date”), an increase in the number of members on the Board from ten (10) to eleven (11) members and appointed Pamela Stewart to fill the newly created vacancy resulting from the increase and to serve as an independent director, effective as of the Effective Date, until her successor shall have been duly elected and qualified or until her earlier death, resignation or removal. Ms. Stewart was also appointed to serve on the Compensation Committee of the Board. There is no arrangement or understanding between Ms. Stewart and any other person, other than the Company, pursuant to which she was appointed as a director. Ms. Stewart has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Stewart will participate in the Company’s standard non-employee director compensation program. Upon commencement of her duties, Ms. Stewart will be entitled to receive an annual cash retainer of $75,000 and an annual equity retainer with a value of $125,000. The annual equity retainer will be issued in the form of restricted stock units, prorated in the first year for time in role.

Ms. Stewart is the current President, West Zone Operations, North America Operating Unit of The Coca-Cola Company, having served in that role since 2021. Ms. Stewart has been with The Coca-Cola Company for over twenty years, having held leadership positions across finance, revenue growth management, sales, operations and general management, including most recently as Senior Vice President of National Retail Sales from 2018 to 2020 and as Vice President, National Retail Sales – Publix from 2015 to 2018. Ms. Stewart received a B.B.A. from Georgia State University and an M.B.A. from Oglethorpe University.

A copy of the press release announcing the matters set forth in this Item 5.02 of this Current Report on Form 8-K is attached hereto as Exhibit 99.1.

Director Compensation Program

On December 8, 2021, the compensation committee of the Board approved an amendment to the director compensation program (the “Program”) to provide for an annual cash retainer of $90,000 for the chairman of the Board. As was previously disclosed on the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders, for fiscal years 2020 and 2021, Roger Deromedi and Jason Giordano agreed to waive their director compensation with respect to their service as non-employee directors. Consistent with prior disclosure, commencing in fiscal year 2022, each of Roger Deromedi and Jason Giordano will receive cash and equity compensation under the Program.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release (dated December 9, 2021).
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: December 9, 2021

By: /s/ Ajay Kataria

Name: Ajay Kataria

Title: Executive Vice President, Chief Financial Officer

EX-99.1

FOR IMMEDIATE RELEASE

December 9, 2021

UTZ BRANDS APPOINTS PAMELA STEWART TO BOARD OF DIRECTORS

HANOVER, Pa. -- (BUSINESS WIRE) -- Utz Brands, Inc. (NYSE: UTZ) (“Utz” or the “Company”), a leading U.S. manufacturer of branded salty snacks announced today that Pamela Stewart has been appointed as a Director on the Utz Board of Directors (“Board”). In this role, Ms. Stewart will also serve on the Board’s Compensation Committee and provide strategic input to the Utz management team.

“We are excited to welcome Pamela Stewart to the Board of Directors,” said Roger Deromedi, Chairman of the Board of Utz. “As a high-level CPG executive, she brings a wealth of knowledge in the consumer-packaged goods space. We look forward to working with Pamela and leveraging her many experiences to enhance shareholder value in the near-and long-term.”

Ms. Stewart is the President, West Zone Operations, North America Operating Unit of The Coca-Cola Company. During her 20-plus year tenure at Coca-Cola, Ms. Stewart has held leadership positions across finance, revenue growth management, sales, operations, and general management. Ms. Stewart brings a wide range of food and beverage experiences, particularly in working with major retailers and developing new business. Ms. Stewart received a B.B.A. from Georgia State University and an M.B.A. from Oglethorpe University. 

“I’m very excited to begin working with the Utz Board and management team,” said Pamela Stewart. “Utz has a unique and storied history in the snack food industry. As it celebrates its 100-year anniversary, I’m excited to contribute and play a role in shaping Utz’s next century of growth.”

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.

# # #

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 nearly 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 merchant, club, convenience, drug, and other channels. Based in Hanover, Pennsylvania, Utz operates 17 facilities located in Alabama, Arizona, Illinois, Indiana, Louisiana, Massachusetts, Michigan, Nevada, North Carolina, Pennsylvania, and Washington. For more information, please visit www.utzsnacks.com or call 1‐800‐FOR‐SNAX.

Investors and others should note that Utz announces material financial information to its investors using its investor relations website (investors.utzsnacks.com), SEC filings, press releases, public conference calls and webcasts. Utz uses these channels, as well as social media, to communicate with our stockholders and the public about the Company, the Company’s products, and other issues. It is possible that the information that Utz posts on social media could be deemed to be material information. Therefore, Utz encourages investors, the media, and others interested in the Company to review the information posted on the social media channels listed on Utz’s investor relations website.

Utz Brands, Inc. Contacts:

Media

Kevin Brick

kbrick@utzsnacks.com

Investors

Kevin Powers

kpowers@utzsnacks.com

XML

Cover Page	Dec. 09, 2021	Dec. 10, 2020
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 09, 2021
Entity Registrant Name	Utz Brands, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38686
Entity Tax Identification Number		85-2751850
Entity Address, Address Line One	900 High Street
Entity Address, City or Town	Hanover
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17331
City Area Code	717
Local Phone Number	637-6644
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001739566
Amendment Flag	false
Former Address
Document Information [Line Items]
Entity Registrant Name	N/A