Utz Brands, Inc 8-K, filed Dec 10, 2020
Utz Brands, Inc. (UTZ)
8-K
2020-12-10
For: 2020-12-10
View Original
Added on
April 12, 2026
About this 8-K
Utz Brands, Inc filed this 8-K on December 10, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 10, 2020
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (717 ) 637-6644
(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:
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 | ||||||||||||
| Warrants to purchase one share of Class A Common Stock | UTZ.WS | 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.
On December 10, 2020, the Board of Directors of Utz Brands, Inc., a Delaware corporation (the “Company”) approved the Utz Brands, Inc. 2021 Employee Stock Purchase Plan (“ESPP”), subject to stockholder approval. The ESPP will be effective January 1, 2021, and purchase rights may be granted under the ESPP prior to stockholder approval, but no purchase rights may be exercised unless and until stockholder approval is obtained. If stockholder approval of the ESPP is not obtained within 12 months of the date the Board approved the ESPP, the ESPP and all purchase rights thereunder will terminate.
The maximum number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) available for sale under the ESPP shall not exceed in the aggregate 1,500,000 shares, and may be unissued shares or treasury shares or shares bought on the market for purposes of the ESPP.
The ESPP authorizes the grant of purchase rights that are intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code").
The ESPP is administered by the Compensation Committee of the Board or one or more subcommittees appointed by the Compensation Committee of the Board. As of January 1, 2021, all affiliates of the Company are designated as eligible to participate in the ESPP and the administrator may change these designations from time to time without stockholder approval. The administrator may also adopt sub-plans, rules and procedures relating to the operation and administration of the ESPP to facilitate participation in the ESPP by employees who are foreign nationals or employed outside the United States. To the extent any sub-plan is inconsistent with the requirements of Section 423 of the Code, it will be considered part of a non-Section 423 component of the Plan.
The Company’s employees and those of the Company’s designated participating subsidiaries and affiliates with at least thirty (30) days of service as of the first day of a purchase period are generally eligible to participate in the ESPP, though employees whose customary employment is 20 hours per week or less or 5 months per calendar year or less and employees who own 5% or more of the total combined voting power or value of all classes of the Company’s stock or the stock of one of the Company’s subsidiaries are not allowed to participate in the ESPP. In addition, employees in jurisdictions outside of the United States are ineligible to participate in the ESPP if, as of the offering date, the grant of such purchase rights would not be in compliance with the applicable laws of any jurisdiction in which the employee resides or is employed.
Under the terms of the ESPP, eligible employees may generally elect to contribute and apply to the purchase of shares of Class A Common Stock between 1% and 15% of their eligible compensation during a purchase period. Participants may not accrue the right to purchase stock under the ESPP (or any other tax-qualified stock purchase plan) with a fair market value exceeding $25,000 in any calendar year. Participation in the ESPP is voluntary.
Under the ESPP, employees are offered the option to purchase discounted shares of Class A Common Stock during offering periods designated by the administrator. Each offering period will be one year, consisting of two six-month purchase periods, commencing on each January 1 and July 1 following the effective date of the ESPP. The initial offering under the ESPP will commence on January 1, 2021 and end on December 31, 2021. Shares are purchased on the applicable exercise date(s), which is the last trading day of each purchase period with initial purchase dates of June 30, 2021 and December 31, 2021. The purchase price for 2021 will be the lesser of (x) 90% of the fair market value of the Class A Common Stock on the first day of the applicable purchase period and (y) 90% of the fair market value of the Class A Common Stock on the exercise date.
The ESPP also contains provisions with respect to share proration under certain circumstances, adjustments and treatment of awards upon certain corporate transactions, including stock splits, recapitalizations and mergers, transferability of awards and tax withholding requirements.
The Compensation Committee has the right to amend, suspend or terminate the ESPP at any time and from time to time to the extent that it deems advisable, subject to any stockholder approval required by applicable law or the stock exchange on which shares of the Company's Class A Common Stock are traded.
The foregoing description of the ESPP is qualified in its entirety by reference to the full text of the ESPP, which will be filed by the Company as an exhibit to the Company's Annual Report on Form 10-K for the year ending January 3, 2021.
Item 7.01. Regulation FD Disclosure
On December 10, 2020, the Board of Directors of the Company declared a quarterly dividend of approximately $0.06 per share on the Company’s Class A Common Stock payable on January 11, 2021 to stockholders of record as of December 21, 2020. The cash dividend will be funded by cash distribution made by Utz Brands Holdings, LLC (“Utz Brands Holdings”) to the Company and the other holders of Utz Brands Holdings’ common units on a pro-rata basis.
The cash dividend includes a regular quarterly cash dividend of $0.05 per share and an additional cash dividend in the aggregate amount of approximately $0.8 million, which his approximately $0.01 per share. This additional cash dividend will be funded from a portion of the tax distribution by Utz Brands Holdings to the Company that is in excess of corporate taxes payable by the Company.
A copy of the Company’s press release regarding such dividend is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 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 10, 2020
By: /s/ Cary Devore
Name: Cary Devore
Title: Executive Vice President, Chief Financial Officer
Exhibit 99.1
Utz Brands, Inc. Declares Quarterly Cash Dividend
Hanover, Pa., December 10, 2020 – Utz Brands, Inc. (NYSE:UTZ) (“Utz” or the “Company”), a leading U.S. manufacturer of branded salty snacks, today announced that its Board of Directors declared a cash dividend of approximately $0.06 per share on the Company’s Class A Common Stock. Payment is expected to be made by the Company on January 11, 2021, to stockholders of record at the close of business on December 21, 2020.
The cash dividend will be funded by cash distributions made by Utz Brands Holdings, LLC (“Utz Brands Holdings”) to Utz and the other holders of Utz Brands Holdings’ common units on a pro-rata basis.
The cash dividend includes a regular quarterly cash dividend of $0.05 per share and an additional cash dividend in the aggregate amount of approximately $0.8 million, which is approximately $0.01 per share. This additional cash dividend will be funded from a portion of the tax distribution by Utz Brands Holdings to Utz that is in excess of corporate taxes payable by the Company.
Future declarations of quarterly or other dividends are subject to the determination and discretion of Utz’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition and other factors that Utz’s Board of Directors may deem relevant.
In future quarters, in addition to potentially declaring and paying regular quarterly dividends, Utz may continue to declare and pay additional cash dividends to the holders of Utz Class A Common Stock out of all or a portion of any excess tax distributions it receives from Utz Brands Holdings.
About Utz
Utz Brands, Inc. (NYSE: UTZ) manufactures a diverse portfolio of salty snacks under popular brands including Utz®, Zapp’s®, Golden Flake®, 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 and internationally through grocery, mass merchant, club, convenience, drug and other channels. Based in Hanover, Pennsylvania, Utz operates fourteen facilities located in Pennsylvania, Alabama, Arizona, Illinois, Indiana, Louisiana, Washington, and Massachusetts.
Where to Find More Information About Utz
Investors and others should note that the Company announces material financial information to its investors using the Company's investor relations website, investors.utzsnacks.com/investors/, SEC filings, press releases, public conference calls and webcasts. The Company uses these channels, as well as social media, to communicate with securities holders and the public about the Company, its services and other issues. It is possible that the information posted on social media could be deemed to be material information. Therefore, the Company encourages investors, the media, and others interested in the Company to review the information posted by the Company on the United States social media channels. For more information about the Company, please visit www.utzsnacks.com or call 1-800-FOR-SNAX.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Utz’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Utz’s expectations with respect to future performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Utz’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: whether the closing conditions for the recently announced acquisition of Truco Holdings will be satisfied and whether and when the acquisition will close; whether and when Utz will be able to realize the expected financial results and accretive effect of the Truco Holdings acquisition, and how customers, competitors, suppliers and employees will react to the acquisition; the risk that the recently completed business combination with Collier Creek Holdings disrupts plans and operations; the ability to recognize the anticipated benefits of such business combination, which may be affected by, among other things, competition and the ability of the Company to grow and manage growth profitably and retain its key employees; the outcome of any legal proceedings that may be instituted against the Company following the consummation of such business combination; changes in applicable law or regulations; costs related to the business combination; the inability of the Company to maintain the listing of the Company’s Class A Common Stock and public warrants on the New York Stock Exchange; the inability of the Company to develop and maintain effective internal controls; the risk that the Company’s gross profit margins may be adversely impacted by a variety of factors, including variations in raw materials pricing, retail customer requirements and mix, sales velocities and required promotional support; changes in consumers’ loyalty to the Company’s brands due to factors beyond the Company’s control; changes in demand for the Company’s products affected by changes in consumer preferences and tastes or if the Company is unable to innovate or market its products effectively; costs associated with building brand loyalty and interest in the Company’s products, which may be affected by the Company’s competitors’ actions that result in the Company’s products not suitably differentiated from the products of competitors; fluctuations in results of operations of the Company from quarter to quarter because of changes in promotional activities; the possibility that the Company may be adversely affected by other economic, business or competitive factors; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Forward-Looking Statements” in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 5, 2020. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that Utz considers immaterial or which are unknown. It is not possible to predict or identify all such risks. Utz cautions that the foregoing list of factors is not exclusive. Utz cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Utz does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as otherwise required by law.
Investor Contacts
Chris Mandeville and Anna Kate Heller
ICR
utz@icrinc.com
203-682-8304
Media Contacts
Marie Espinel, Katie Lewis or Hannah Arnold
The LAKPR Group
mespinel@lakpr.com, klewis@lakpr.com, or harnold@lakpr.com
202-559-9171