UTZ Brands (UTZ) Proxy filing summary

Executive summary

• Proposed cash merger at $14.25 per Class A share, a stated ~91% premium to the July 20, 2026 closing price; completion would make the surviving entity a wholly owned subsidiary of Acquiror and take the shares private.

• Closing transactions include a $44 million payment to terminate the tax receivable agreement and a recapitalization resulting in 50/50 ownership of the operating LLC by the surviving entity and the Continuing Stockholders.

• Completion was expected in Q4 2026, subject to stockholder approval and other closing conditions.

Voting matters and shareholder proposals

• Virtual special meeting set for November 13, 2026, at 9:00 a.m. ET; proposals cover the merger and related transactions, advisory merger compensation, and adjournment to solicit more votes if needed.

• Transaction approval requires both a majority of outstanding common shares and a majority of votes cast by disinterested stockholders; unvoted shares count against the first requirement but have no effect on the second if a quorum is present.

• Special Committee and Board recommended FOR all three proposals; Dylan Lissette and Timothy Brown abstained from the Board recommendation due to differing transaction interests.

• Voting Agreement stockholders holding ~42.14% of voting power agreed to vote FOR the transaction and adjournment proposal, subject to the agreement's terms.

Board of directors and corporate governance

• A three-member Special Committee of directors determined unanimously that the transactions were fair and advisable after roughly six months of review and more than 35 meetings, with independent legal and financial advisors.

• Citi delivered an opinion that the $14.25 consideration was fair, from a financial point of view, to unaffiliated stockholders; the opinion addressed consideration only, not other transaction terms or the decision to proceed.

• After closing, the operating LLC is expected to have a four-manager board with two appointees from each 50% owner; Dylan Lissette is expected to serve as executive chair.