Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Appointment of New Board Member
On December 9, 2021, the Board of Directors (the "Board") of Utz Brands, Inc.
(the "Company"), pursuant to a recommendation of the Company's Nominating and
Corporate Governance Committee, approved, effective January 3, 2022 (the
"Effective Date"), an increase in the number of members on the Board from ten
(10) to eleven (11) members and appointed Pamela Stewart to fill the newly
created vacancy resulting from the increase and to serve as an independent
director, effective as of the Effective Date, until her successor shall have
been duly elected and qualified or until her earlier death, resignation or
removal. Ms. Stewart was also appointed to serve on the Compensation Committee
of the Board. There is no arrangement or understanding between Ms. Stewart and
any other person, other than the Company, pursuant to which she was appointed as
a director. Ms. Stewart has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Stewart will participate in the Company's standard non-employee director
compensation program. Upon commencement of her duties, Ms. Stewart will be
entitled to receive an annual cash retainer of $75,000 and an annual equity
retainer with a value of $125,000. The annual equity retainer will be issued in
the form of restricted stock units, prorated in the first year for time in role.
Ms. Stewart is the current President, West Zone Operations, North America
Operating Unit of The Coca-Cola Company, having served in that role since 2021.
Ms. Stewart has been with The Coca-Cola Company for over twenty years, having
held leadership positions across finance, revenue growth management, sales,
operations and general management, including most recently as Senior Vice
President of National Retail Sales from 2018 to 2020 and as Vice President,
National Retail Sales - Publix from 2015 to 2018. Ms. Stewart received a B.B.A.
from Georgia State University and an M.B.A. from Oglethorpe University.
A copy of the press release announcing the matters set forth in this Item 5.02
of this Current Report on Form 8-K is attached hereto as Exhibit 99.1.
Director Compensation Program
On December 8, 2021, the compensation committee of the Board approved an
amendment to the director compensation program (the "Program") to provide for an
annual cash retainer of $90,000 for the chairman of the Board. As was previously
disclosed on the Company's Proxy Statement for the 2021 Annual Meeting of
Stockholders, for fiscal years 2020 and 2021, Roger Deromedi and Jason Giordano
agreed to waive their director compensation with respect to their service as
non-employee directors. Consistent with prior disclosure, commencing in fiscal
year 2022, each of Roger Deromedi and Jason Giordano will receive cash and
equity compensation under the Program.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release (dated December 9 , 2021).
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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