Utz Brands stockholders back board, pay and auditor

Utz Brands, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on April 23, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Utz Brands, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on April 23, 2026. Stockholders representing 134,394,777 shares, or approximately 93.47% of the company’s voting power, were present in person or by proxy, establishing a quorum.

Four Class III directors — Timothy Brown, Christina Choi, Roger Deromedi, and Dylan Lissette — were elected to serve until the 2029 annual meeting, each receiving strong majority support. Stockholders also approved, on a non-binding advisory basis, the company’s executive compensation program.

In addition, stockholders ratified the Audit Committee’s selection of Grant Thornton LLP as Utz Brands’ independent registered public accounting firm for the fiscal year ending January 3, 2027, with a substantial majority of votes cast in favor.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Voting power represented: 93.47% Shares represented: 134,394,777 shares Say-on-pay votes for: 122,546,516 votes +4 more

7 metrics

Voting power represented 93.47% Voting power present at 2026 Annual Meeting

Shares represented 134,394,777 shares Class A and Class V stock at 2026 Annual Meeting

Say-on-pay votes for 122,546,516 votes Advisory executive compensation approval

Say-on-pay votes against 2,608,560 votes Advisory executive compensation opposition

Auditor ratification votes for 130,506,082 votes Grant Thornton LLP ratified for FY ending January 3, 2027

Auditor ratification votes against 3,626,556 votes Opposition to Grant Thornton LLP ratification

Director votes for (highest) 122,486,093 votes Votes for director nominee Dylan Lissette

Key Terms

broker non-votes, non-binding, advisory resolution, independent registered public accounting firm, quorum, +1 more

5 terms

broker non-votes financial

"Nominee | Votes For | Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory resolution financial

"approved a non-binding, advisory resolution to approve executive compensation"

independent registered public accounting firm financial

"serve as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

quorum financial

"entitled to vote at the Annual Meeting, constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Audit Committee financial

"the selection by the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Utz Brands (UTZ) stockholders vote on at the 2026 Annual Meeting?

Stockholders elected four Class III directors, approved a non-binding advisory vote on executive compensation, and ratified Grant Thornton LLP as independent auditor for the fiscal year ending January 3, 2027. All three proposals received strong majority support based on the reported vote totals.

How many Utz Brands (UTZ) shares were represented at the 2026 Annual Meeting?

Holders representing 134,394,777 shares of Class A and Class V stock were present in person or by proxy. This represented approximately 93.47% of the company’s voting power issued and outstanding, meaning a quorum was established for conducting official business.

Were Utz Brands’ (UTZ) director nominees elected at the 2026 Annual Meeting?

Yes. Four Class III director nominees—Timothy Brown, Christina Choi, Roger Deromedi, and Dylan Lissette—were elected to terms expiring at the 2029 annual meeting. Each nominee received a substantial majority of votes cast in favor, with additional broker non-votes reported.

Did Utz Brands (UTZ) stockholders approve executive compensation in 2026?

Yes. Stockholders approved a non-binding, advisory resolution on executive compensation, with 122,546,516 votes for, 2,608,560 against, and 281,113 abstentions. There were also 8,958,588 broker non-votes recorded on this proposal, as typically occurs with advisory say-on-pay items.

Who is Utz Brands’ (UTZ) independent auditor for the fiscal year ending January 3, 2027?

Stockholders ratified the Audit Committee’s selection of Grant Thornton LLP as independent registered public accounting firm, with 130,506,082 votes for, 3,626,556 against, and 262,139 abstentions. This ratification supports the continued engagement of Grant Thornton for that fiscal year.

What percentage of Utz Brands (UTZ) voting power participated in the 2026 meeting?

Approximately 93.47% of Utz Brands’ voting power issued and outstanding and entitled to vote was represented at the 2026 Annual Meeting. This high participation level ensured a valid quorum and allowed all three proposals to be considered and decided by stockholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 04:33 PM EDT

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): April 23, 2026

Utz Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38686

85-2751850

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

900 High Street

Hanover, PA 17331

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (717) 637-6644

N/A

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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 5.07 Submission of Matters to a Vote of Security Holders

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of the Utz Brands, Inc. (the “Company”) was held on April 23, 2026.

Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. At the Annual Meeting, the Company’s stockholders voted on three proposals. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”).

Present at the Annual Meeting in person or by proxy were holders representing 134,394,777 total shares of the Company's Class A Common Stock and the Company’s Class V Common Stock, which holders represented approximately 93.47% of the voting power of the Company’s stock issued and outstanding and entitled to vote at the Annual Meeting, constituting a quorum. A brief description and the final vote results for the matters submitted to a vote at the Annual Meeting follow.

1.The Company’s stockholders elected each of the following four directors nominated by the Company’s Board of Directors (the “Board”) to serve as the Class III directors on the Board for a term expiring at the Company’s 2029 annual meeting of stockholders and until his or her successor is elected and qualified, based upon the votes set forth in the below table:


Nominee	Votes For	Withheld	Broker Non-Votes
Timothy Brown	105,853,175	19,583,014	8,958,588
Christina Choi	111,024,786	14,411,403	8,958,588
Roger Deromedi	122,278,983	3,157,206	8,958,588
Dylan Lissette	122,486,093	2,950,096	8,958,588

2.The Company’s stockholders approved a non-binding, advisory resolution to approve executive compensation as described in the Proxy Statement, based upon the votes set forth in the below table:


Votes For	Votes Against	Abstentions	Broker Non-Votes
122,546,516	2,608,560	281,113	8,958,588

3.The Company’s stockholders approved the ratification of the selection by the Audit Committee of the Board of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2027, based upon the votes set forth in the below table:


Votes For	Votes Against	Abstentions
130,506,082	3,626,556	262,139

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: April 27, 2026

By: /s/ William Kelley

Name: William Kelley

Title: Executive Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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