Utz Brands Inc

1. 1

   Transaction Proposal

   ManagementBoard: FOR

   Approve and adopt the Merger Agreement, the other Transaction Agreements, and the transactions contemplated by them, including the merger of Merger Sub into Utz, the $44 million TRA Payment, and the Recapitalization.

   More detail

   The proposal asks stockholders to approve and adopt the Merger Agreement and the related Transaction Agreements. The transaction would merge Merger Sub into Utz, with Utz surviving as a wholly owned subsidiary of Acquiror. Each outstanding Class A share would generally be converted into $14.25 in cash, while Class V shares would be canceled for no consideration. The related transactions include termination of the Tax Receivable Agreement for a $44 million payment to the Continuing Stockholders and a Recapitalization resulting in 50/50 ownership of Company LLC between Parent indirectly through Utz and the Continuing Stockholders. Management is seeking approval because the transaction would take Utz private, delist its Class A Common Stock, and provide stockholders with immediate cash liquidity. The Special Committee cited extensive arm’s-length negotiations, five price increases, a substantial premium to the unaffected stock price, committed financing, and the absence of a financing condition. Citi delivered a fairness opinion that the Merger Consideration was fair from a financial point of view to unaffiliated stockholders. The Special Committee and the Utz Board also relied on disinterested-director oversight, independent advisors, and a majority-of-unaffiliated-stockholders voting condition as procedural protections. Both bodies recommend that stockholders vote FOR the proposal, although Dylan Lissette and Timothy Brown abstained from the Utz Board recommendation because of differing transaction interests.

2. 2

   Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that will or may become payable by Utz to its named executive officers in connection with the Merger.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, merger-related compensation payable to Utz’s named executive officers. The vote covers compensation disclosed under Item 402(t) of Regulation S-K, including cash severance, equity award treatment, and related benefits. The disclosed arrangements include continued or accelerated treatment of restricted stock units and performance share units, severance payments under the Executive Change in Control Severance Plan, and benefits such as subsidized COBRA coverage and outplacement services. The largest estimated package is for CEO Howard Friedman, with total estimated merger-related compensation of approximately $19.2 million under the assumptions used in the proxy statement. Management is seeking the vote because Section 14A of the Exchange Act requires an advisory stockholder vote on merger-related named-executive-officer compensation. Approval is not a condition to consummating the Merger. The vote is not binding on Utz, the Utz Board, Parent, or their equivalent governing bodies. The underlying compensation plans and arrangements are contractual and are not, by their terms, subject to stockholder approval. The Special Committee and Utz Board recommend voting FOR the proposal, while expressly acknowledging that the compensation may be paid regardless of the vote’s outcome if the Merger closes.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Transaction Proposal.

   More detail

   The proposal asks stockholders to authorize adjournment of the Special Meeting to a later date or dates. The stated purpose is to provide additional time to solicit proxies if there are insufficient votes to approve the Transaction Proposal. An adjournment could be sought even if the preliminary vote indicates that the Transaction Proposal would otherwise fail. Management may use the additional period to contact stockholders, including those who previously submitted proxies against the transaction or compensation proposal. The proposal may also support an adjournment when a quorum is not present. Approval generally requires that votes FOR exceed votes AGAINST when a quorum is present. If no quorum is present, approval requires a majority of the shares represented at the meeting, and abstentions or broker non-votes have different effects under the disclosed voting rules. The Merger Agreement limits Utz’s ability to adjourn or postpone the meeting to specified circumstances, including an inadequate quorum, insufficient proxies, legally required supplemental disclosure, or Acquiror’s consent. The Special Committee and Utz Board recommend voting FOR because additional solicitation time could help obtain the approvals required for the Merger and related transactions.

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When is the Utz Brands Inc 2026 special meeting?

Utz Brands Inc (UTZ) holds its 2026 special shareholder meeting on Friday, November 13, 2026.

What is the record date for the Utz Brands Inc 2026 meeting?

The record date for the Utz Brands Inc 2026 meeting is Monday, September 28, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Utz Brands Inc's 2026 meeting?

The board is presenting 12 director nominees at the Utz Brands Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Utz Brands Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Utz Brands Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.