UTZ Brands (UTZ) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a merger where the company will be acquired and taken private by a subsidiary of Intersnack Group, with a cash payment of $14.25 per share, representing a 91% premium to the pre-announcement price.

• The transaction includes a recapitalization, a $44 million payment to settle a tax receivable agreement, and a new 50/50 ownership structure of the operating company between Intersnack and the continuing family shareholders.

• The board formed a Special Committee of independent directors to evaluate the deal, which, after extensive negotiations and financial analysis, unanimously recommended the transaction as fair and in the best interests of unaffiliated shareholders.

• The board, acting on the Special Committee’s recommendation, also unanimously (with two abstentions) approved the deal and recommends shareholders vote in favor.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the merger and related agreements, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) the right to adjourn the meeting if more votes are needed.

• Approval requires both a majority of all shares and a majority of votes cast by unaffiliated shareholders.

• Voting agreement stockholders, including key family shareholders, have committed to vote in favor of the transaction.

Board of directors and corporate governance

• The Special Committee, composed solely of independent, disinterested directors, was delegated full authority to negotiate and recommend the transaction.

• The post-merger operating company will be governed by a board of managers, with equal representation from Intersnack and the continuing family shareholders.

• The agreement includes detailed provisions for future governance, including put/call options and supermajority rights for significant actions.