Utz Brands, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: UTZ · Form: DEF 14A · Filed: Mar 14, 2024 · CIK: 1739566

Utz Brands, Inc. DEF 14A Filing Summary
FieldDetail
CompanyUtz Brands, Inc. (UTZ)
Form TypeDEF 14A
Filed DateMar 14, 2024
Risk Level
Pages15
Reading Time18 min
Key Dollar Amounts$1,438.2 m, $40.0 million, $187.2 m, $1,438.2M, $187.2M
Sentimentneutral

Sentiment: neutral

Topics: Utz Brands, DEF 14A, Executive Compensation, Proxy Statement, Shareholder Voting

TL;DR

<b>Utz Brands, Inc. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and awards for the fiscal year 2023.</b>

AI Summary

Utz Brands, Inc. (UTZ) filed a Proxy Statement (DEF 14A) with the SEC on March 14, 2024. Utz Brands, Inc. filed a DEF 14A with the SEC on March 14, 2024. The filing covers the fiscal year ending December 31, 2023. It includes details on executive compensation for PEO and Non-PEO NEO members. Specific data points include fair value of awards granted, vested, and outstanding. The filing also references prior fiscal years for year-over-year changes in compensation.

Why It Matters

For investors and stakeholders tracking Utz Brands, Inc., this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding the compensation packages and equity awards for the company's top executives, enabling informed voting decisions. The detailed breakdown of compensation components, including stock awards and their valuations, is essential for understanding how executive performance is incentivized and aligned with shareholder interests.

Risk Assessment

Risk Level: — Utz Brands, Inc. shows moderate risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags or significant new risks indicated.

Analyst Insight

Review the executive compensation details and voting proposals in the DEF 14A to make informed decisions on executive pay and board nominations.

Executive Compensation

NameTitleTotal Compensation
Howard FriedmanMember
Dylan LissetteMember

Key Numbers

  • 2023-12-31 — Fiscal Year End (Covered period for compensation data)
  • 2024-03-14 — Filing Date (Date the DEF 14A was filed)
  • 2021-01-01 — Prior Fiscal Year Start (Reference for year-over-year changes)

Key Players & Entities

  • Utz Brands, Inc. (company) — Filer name
  • DEF 14A (filing) — Form type
  • Howard Friedman (person) — Executive compensation member
  • Dylan Lissette (person) — Executive compensation member

FAQ

When did Utz Brands, Inc. file this DEF 14A?

Utz Brands, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 14, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Utz Brands, Inc. (UTZ).

Where can I read the original DEF 14A filing from Utz Brands, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Utz Brands, Inc..

What are the key takeaways from Utz Brands, Inc.'s DEF 14A?

Utz Brands, Inc. filed this DEF 14A on March 14, 2024. Key takeaways: Utz Brands, Inc. filed a DEF 14A with the SEC on March 14, 2024.. The filing covers the fiscal year ending December 31, 2023.. It includes details on executive compensation for PEO and Non-PEO NEO members..

Is Utz Brands, Inc. a risky investment based on this filing?

Based on this DEF 14A, Utz Brands, Inc. presents a moderate-risk profile. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags or significant new risks indicated.

What should investors do after reading Utz Brands, Inc.'s DEF 14A?

Review the executive compensation details and voting proposals in the DEF 14A to make informed decisions on executive pay and board nominations. The overall sentiment from this filing is neutral.

How does Utz Brands, Inc. compare to its industry peers?

Utz Brands operates in the food manufacturing sector, specifically focusing on snack foods. This DEF 14A filing is typical for publicly traded companies in this industry.

Are there regulatory concerns for Utz Brands, Inc.?

The DEF 14A filing is a regulatory requirement under the Securities Exchange Act of 1934, mandating public disclosure of information for shareholder meetings and voting.

Industry Context

Utz Brands operates in the food manufacturing sector, specifically focusing on snack foods. This DEF 14A filing is typical for publicly traded companies in this industry.

Regulatory Implications

The DEF 14A filing is a regulatory requirement under the Securities Exchange Act of 1934, mandating public disclosure of information for shareholder meetings and voting.

What Investors Should Do

  1. Analyze the compensation structure for named executive officers (NEOs) and compare it to industry benchmarks.
  2. Review the proposals to be voted on at the upcoming shareholder meeting, such as director elections and executive compensation advisory votes.
  3. Assess the company's equity award practices and their potential impact on shareholder value.

Key Dates

  • 2024-03-14: Filing of DEF 14A — Provides detailed information on executive compensation and corporate governance for the fiscal year 2023.
  • 2023-12-31: Fiscal Year End — The period for which executive compensation data is reported.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard proxy statement. It does not represent a change in financial performance or operational status compared to previous filings but rather provides updated disclosures on executive compensation and governance.

Filing Stats: 4,416 words · 18 min read · ~15 pages · Grade level 13.9 · Accepted 2024-03-14 06:40:50

Key Financial Figures

  • $1,438.2 m — 2023, total net sales increased 2.1% to $1,438.2 million, GAAP net loss moved from $(14.0
  • $40.0 million — net loss moved from $(14.0 million) to ($40.0 million), and Adjusted EBITDA increased 9.8% to
  • $187.2 m — , and Adjusted EBITDA increased 9.8% to $187.2 million, (1) and we finished the year as
  • $1,438.2M — lights* Net Sales Adjusted EBITDA $1,438.2M $187.2M up 2.1% YoY vs. 2022 up 9
  • $187.2M — t Sales Adjusted EBITDA $1,438.2M $187.2M up 2.1% YoY vs. 2022 up 9.8% YoY vs

Filing Documents

Executive Compensation Principles

Executive Compensation Principles The core principles of our executive compensation program are to align the compensation of our executive officers with the long-term interests of our stockholders and to provide a total compensation opportunity that allows us to attract and retain talented executive officers and motivate them to achieve exceptional business results. Our compensation program is designed to address certain core principles: Pay is weighted more heavily toward incentive compensation We provide executive compensation through a total compensation program. This program consists of fixed and variable elements and performance-based pay designed to reward performance. Our total compensation is weighted more heavily toward incentive compensation in the form of short and long-term incentives. Executive officer goals are aligned with stockholder interests The Company's compensation program and goals are designed to align the interests of our executive officers with the long-term interests of our stockholders. Rewarding executive officer performance creates value for our stockholders. Compensation is competitive with our peers in order to attract and retain talented associates The Compensation Committee, along with Frederic W. Cook and Co., Inc. ("F.W. Cook"), our independent compensation consultant, and members of senior management annually review our significant compensation elements to enable the Company to attract and retain talented executive officers. Key Features of our Executive Compensation Program WHAT WE DO Align executive compensation with stockholders' returns through long-term incentives (pages 34-36) Provide performance-based compensation for executives (pages 28-35) Balance short and long-term incentive awards (pages 30-36) Use an appropriate peer group when establishing total compensation for our executives (page 30) Have caps on individual payouts in our management incentive plan (page 32) Maintain stock ownersh

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 54 Beneficial Ownership Table 54 Change in Control 56 Delinquent Section 16(a) Reports 56 Related Party Transactions 57 Proposal No. 2: Non-Binding Advisory Vote to Approve Executive Compensation 62 Vote Required 62 Board Recommendation 62 Proposal No. 3: Amendment to Certificate of Incorporation 63 Vote Required 64 Board Recommendation 64 Proposal No. 4: Ratification of Selection of Independent Registered Public Accounting Firm 65 Vote Required 65 Audit, Audit-Related, Tax and All Other Fees 65 Board Recommendation 66 Report of Audit Committee 67 Stockholder Proposals 68 Questions and Answers About Our Annual Meeting 69 8 Table of Contents GENERAL INFORMATION PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, APRIL 25, 2024 GENERAL INFORMATION UTZ BRANDS, INC. 900 High Street Hanover, Pennsylvania 17331 (717) 637-6644 We are furnishing this Proxy Statement on behalf of the Board of Directors (the "Board") of Utz Brands, Inc., a Delaware corporation, for use at our virtual 2024 Annual Meeting of Stockholders at 9:00 a.m., Eastern Time, on Thursday, April 25, 2024, or at any adjournment or postponement of the meeting (the "Annual Meeting"), for the purposes set forth below and in the accompanying Notice of Annual Meeting of Stockholders. Utz Brands, Inc. was formed upon the closing (the "Closing") of the business combination (the "Business Combination") of Utz Brands Holdings, LLC ("UBH") with Collier Creek Holdings ("CCH"), a special purpose acquisition company, on August 28, 2020 (the "Closing Date"). On the Closing Date, CCH changed its name to "Utz Brands, Inc." In connection with the Closing of the Business Combination, we entered into an Investor Rights Agreement dated August 28, 2020 (as amended in 2021, the "Investor Rights Agreement") with the following parties: 1. The "Continuing

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