Utz Brands, Inc. — Form 8-K Summary
Filing date: May 6, 2022; report date: May 5, 2022. The filing reports results of Utz Brands’ 2022 Annual Meeting of Stockholders, held May 5, 2022. It does not include quarterly or annual financial results.
Business Context and Reporting Period
Utz Brands is a Delaware corporation whose Class A common stock trades on the New York Stock Exchange under the symbol UTZ. The meeting covered four stockholder proposals. Holders representing 133,400,486 shares, or approximately 96.7% of eligible votes, were present in person or by proxy, constituting a quorum.
Financial Metrics and Capital Structure
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, operating forecasts, or other financial metrics. It also does not report material changes in financial performance versus a prior comparable period.
Annual Meeting Results
| Proposal | Result |
|---|---|
| Election of Antonio Fernandez, Michael Rice, Craig Steeneck, and Pamela Stewart as Class II directors | All four nominees elected to terms expiring at the 2025 annual meeting or until successors are elected and qualified. |
| Advisory approval of executive compensation | Approved on a non-binding basis: 125,915,432 for; 747,358 against; 123,234 abstentions; 6,614,462 broker non-votes. |
| Advisory vote on frequency of future executive-compensation votes | One-year frequency selected: 126,577,615 votes, versus 48,153 for two years and 74,041 for three years; 86,215 abstentions and 6,614,462 broker non-votes. The Board adopted an annual frequency until the next required vote. |
| Ratification of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending January 1, 2023 | Ratified: 133,152,648 for; 173,122 against; 74,716 abstentions. |
Guidance, Outlook, Risks, and Unusual Items
The filing provides no operating guidance, outlook, management commentary, risk updates, contingencies, or unusual financial items. The principal governance-related update is the Board’s decision to hold future advisory executive-compensation votes annually.
Important Facts to Verify
- Confirm the newly elected Class II directors and their terms through the 2025 annual meeting.
- Verify that the Board’s annual executive-compensation vote frequency is reflected in subsequent proxy materials.
- Confirm Grant Thornton LLP’s appointment for the fiscal year ending January 1, 2023.
- Review the referenced March 23, 2022 proxy statement for proposal details, director backgrounds, and executive-compensation information.
- Consult Utz Brands’ periodic financial filings for revenue, profitability, cash flow, debt, liquidity, and outlook information, which are not included in this 8-K.