Form 8-K - Current report

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): August 19, 2024

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Retirement and Resignation of Michael W. Rice as Director

On August 19, 2024, Michael W. Rice, a non-employee director of Utz Brands, Inc. (the “Company”), announced his retirement and tendered his resignation from the Company’s Board of Directors (the “Board”) effective August 20, 2024, which has been accepted by the Board. Mr. Rice did not resign as a result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

(d) Election of William Werzyn Jr.

Effective August 20, 2024, the Board elected William Werzyn Jr. to serve as a member of the Board, to fill the vacancy left by Mr. Rice following his retirement and resignation. Mr. Werzyn was recommended to the Board by Series U of UM Partners, LLC, pursuant to that certain Investor Rights Agreement dated August 28, 2020, by and among the Company and certain of its stockholders (as amended, the “Investor Rights Agreement”). After a detailed review process, the Board unanimously approved Mr. Werzyn for appointment. Other than the Investor Rights Agreement, there is no arrangement or understanding between Mr. Werzyn and any other persons pursuant to which Mr. Werzyn was selected as a director. There are no transactions involving Mr. Werzyn that would require disclosure under Item 404(a) of Regulation S-K. A committee assignment for Mr. Werzyn will be forthcoming.

Mr. Werzyn will participate in the Company’s standard non-employee director compensation program. Upon commencement of his duties, Mr. Werzyn will be entitled to receive an annual cash retainer of $87,500 and an annual equity retainer with a value of $130,000 in the form of restricted stock units. The annual cash retainer and annual equity retainer will be prorated in the first year for time in role.

Mr. Werzyn currently serves as the Chief Executive Officer of West Shore Home, LLC, a home renovation and remodeling company serving twenty-one states. He has served in that role since 2006, and has also served as the Executive Chairman of West Shore Home, LLC since October 2020. Mr. Werzyn received his B.S. from The Pennsylvania State University in 1999.

Item 7.01. Regulation FD Disclosure

On August 20, 2024, in connection with Mr. Rice’s retirement from the Board, the Company issued a press release, a copy of which is attached as Exhibit 99.1 and is incorporated by reference in this Item 7.01.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Utz Press Release (dated August 20, 2024)
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: August 20, 2024

By: /s/ Ajay Kataria

Name: Ajay Kataria

Title: Executive Vice President,

Chief Financial Officer and Chief Accounting Officer

Utz Announces Board of Director Retirement of Michael Rice

and Appointment of William Werzyn Jr.

HANOVER, PA., (Business Wire) August 20, 2024 – Utz Brands, Inc. (NYSE: UTZ) (“Utz” or the “Company”), Utz Brands, Inc. (NYSE: UTZ) (“Utz” or the “Company”), a leading U.S. manufacturer of branded Salty Snacks and a small-cap value and growth Staples equity, announced that Michael W. Rice has retired from his position on the Utz Board of Directors (the “Board”), effective August 20. Mr. Rice will continue to participate in Board activities as an observer. The Company has also announced that William “B.J.” Werzyn Jr. has been appointed as a Director on the Board and will fill the vacancy created by Mr. Rice’s retirement.

Mr. Rice served Utz in numerous roles in a career that spanned well over fifty years. Mr. Rice formally joined the family business in 1968, and became Executive Vice President in 1970, President and Chief Executive Officer in 1978, and Chairperson and CEO in 1992. In 2012, Mr. Rice turned the day-to-day senior leadership for the then family-owned company to Dylan Lissette, a fourth-generation family member through marriage. Utz became a publicly traded Company in 2020, after which Mr. Rice served as a Director and Chairperson Emeritus on the Utz Brands, Inc. Board of Directors.

During his tenure, Mr. Rice is credited for diversifying the Company with pretzels, cheese curls, and other Salty Snack food subcategories, expanding Utz’s capabilities and capacity, while also leading the business’s accelerated geographic expansion beyond Utz’s Central Pennsylvania and Maryland roots. Mr. Rice was often quoted as saying, “Take care of the little things, and the big things will take care of themselves. Pay attention to the details,” a mantra that has lived on and is often repeated among Utz associates.

“Mike is a true Utz icon whose contributions to the Company are too numerous to count,” said Howard Friedman, Utz CEO. “What was always clear was Mike’s treatment of the associates of this company as family. His legacy as one of the true architects of Utz’s amazing success will forever live on. We are thrilled that Mike will continue to participate with guidance and insight to the Utz Board in an observer capacity.”

William Werzyn, Jr. (“B.J.”) is the Executive Chairman, Founder, and Chief Executive Officer of West Shore Home, LLC. West Shore is one of the largest direct-to-consumer home remodelers in the nation with over 41 locations in 21 states.

“The Board is thrilled to have identified B.J. Werzyn, a Pennsylvania native and business leader, as the replacement for Mike’s Board seat,” said Dylan Lissette, Chairperson of the Utz Board of Directors. “B.J.’s entrepreneurial background and his technology experience combined with his business acumen, will be an invaluable addition to our Board.”

Mr. Werzyn has served as CEO of West Shore Home, LLC since 2006, and has also served as the company’s Executive Chairman since October 2020. West Shore currently employs more than 3,000 people and has annual revenue of more than $750 million. In 2022, under Mr. Werzyn’s leadership, West Shore launched the nonprofit organization, West Shore for Warriors. The mission of West Shore for Warriors is to serve U.S. veterans, active military members, and their families. Mr. Werzyn resides in Mechanicsburg, Pennsylvania, and received his B.S. from Penn State University in 1999.

# # #

Utz Announces Board of Director Retirement of Michael Rice and the Appointment of William Werzyn Jr. See Michael Rice (left), William “B.J.” Werzyn Jr. (right)

Source: Utz Brands, Inc.

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, Zapp’s®, and Boulder Canyon®, among others.

After a century with a 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 merchandisers, club, convenience, drug, and other channels. Based in Hanover, Pennsylvania, Utz has multiple manufacturing facilities located across the U.S. to serve our growing customer base. For more information, please visit the Company’s website 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, U.S. Securities and Exchange Commission (the “Commission”) 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 Company information. 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.
Investors Kevin Powers kpowers@utzsnacks.com			Media Kevin Brick kbrick@utzsnacks.com

Cover Page	Aug. 19, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 19, 2024
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	false
Entity Central Index Key	0001739566
Amendment Flag	false
Former Address
Document Information [Line Items]
Entity Registrant Name	N/A