UTZ Brands (UTZ) Proxy filing summary

Executive summary

• Entered into a definitive agreement for acquisition by Intersnack Group at $14.25 per share in cash, a 91% premium over the prior closing price, valuing the enterprise at $2.9 billion.

• Upon closing, the company will become private, owned equally by the Rice and Lissette Family Entities and Intersnack.

• Transaction expected to close in Q4 2026, pending regulatory and stockholder approvals.

• Forward-looking statements highlight risks including deal completion, regulatory approvals, and business impacts.

Voting matters and shareholder proposals

• Approval required from a majority of outstanding common stock and a majority of votes cast by disinterested stockholders.

• Special Committee of independent directors unanimously recommended the transaction; Board approved with two abstentions.

• Proxy statement and Schedule 13E-3 will be filed for stockholder review and vote.

Board of directors and corporate governance

• Special Committee formed to evaluate the transaction and alternatives, supported by independent advisors.

• Board approval process included abstentions from directors with potential conflicts.

• Information on directors, executive officers, and governance to be detailed in the proxy statement.