Item 5. Other Information
ITEM 5. OTHER INFORMATION
(a) None
(b) None
(c) On June 15, 2023 , the Roger K. Deromedi Revocable Trust u/a/d 2/11/2000 (the "Revocable Trust"), a trust affiliated with Roger K. Deromedi , the Lead Director of the Company’s Board of Directors , adopted a Rule 10b5-1 trading plan (the “Plan”). The Plan provides for the potential sale of up to 668,950 shares of the Company’s Class A Common Stock held by the Revocable Trust to occur between September 18, 2023 (the first trade date) and June 10, 2024 (the Plan end date). Mr. Deromedi holds voting and dispositive power over the shares of Class A Common Stock held by the Revocable Trust. This Plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding transactions in the Company’s securities.
ITEM 6. EXHIBITS
The exhibits listed in the following exhibit index are furnished as part of this report.
EXHIBIT INDEX
Exhibit
Number Exhibit Description
3.1
Certificate of Domestication of the Company.
3.2
Certificate of Incorporation of the Company.
3.3
Bylaws of the Company, as amended and restated.
10.1*
ABL Credit Agreement dated November 21, 2017 among Utz Quality Foods, LLC, Utz Brands Holdings, LLC, Bank of America N.A., as Administrative Agent and Collateral Agent and each lender from time to time party thereto, as amended.
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
+ Indicates a management or compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 10, 2023 UTZ BRANDS, INC.
By: /s/ Ajay Kataria
Name: Ajay Kataria
Title: Executive Vice President, Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.