--- schema_version: "secwatch.filing_event.v1" accession: "0001739566-24-000083" form_type: "8-K" ticker: "UTZ" cik: "0001739566" company_name: "Utz Brands, Inc." filed_at: "2024-04-26T23:59:59+00:00" generated_at: "2026-06-03T06:34:40.835141+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Utz stockholders approve officer exculpation charter amendment and re-elect four directors at annual meeting ## Summary - Amendment to Certificate of Incorporation approved by 118.8M votes for vs 11.9M against; permits officer exculpation for certain fiduciary duty breaches under DGCL. - Four Class I directors re-elected: Altmeyer, Friedman, Giordano, Lindeman each received 112.7M+ votes for; broker non-votes 5.9M. - Non-binding advisory vote to approve executive compensation passed with 130.2M votes for, 0.5M against. - Ratification of Grant Thornton as auditor for FY2024 approved with 136.1M votes for, 0.5M against. - Quorum of 136.6M shares (97.08%) represented at the meeting. ## SEC filing metadata - accession: 0001739566-24-000083 - form_type: 8-K - ticker: UTZ - cik: 0001739566 - company_name: Utz Brands, Inc. - filed_at: 2024-04-26T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1739566/000173956624000083/0001739566-24-000083-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1739566/000173956624000083/utz-20240425.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001739566-24-000083 - JSON: https://secwatch.observer/filing/0001739566-24-000083.json - Plain text: https://secwatch.observer/filing/0001739566-24-000083.txt ## Key facts - Governance Changes Utz Brands, Inc.: 批准公司章程修正案，允许高管在某些违反信托义务的情况下获得豁免 (effective 2024-04-25). - Change: charter amendment - Effective: 2024-04-25 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1739566/000173956624000083/0001739566-24-000083-index.htm - Shareholder Votes Utz Brands, Inc. shareholders approved To vote on a non-binding, advisory resolution to approve executive compensation. at the 2024-04-25 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-04-25 source text: To vote on a non-binding, advisory resolution to approve executive compensation. evidence_url: https://www.sec.gov/Archives/edgar/data/1739566/000173956624000083/0001739566-24-000083-index.htm - Shareholder Votes Utz Brands, Inc. shareholders approved 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. at the 2024-04-25 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-04-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739566/000173956624000083/0001739566-24-000083-index.htm - Shareholder Votes Utz Brands, Inc. shareholders approved 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. at the 2024-04-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-04-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739566/000173956624000083/0001739566-24-000083-index.htm - Shareholder Votes Utz Brands, Inc. shareholders approved 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. at the 2024-04-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-04-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1739566/000173956624000083/0001739566-24-000083-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.