OTHER INFORMATION
−Removed: (c) On June 15, 2023 , the Roger K.
−Removed: Deromedi Revocable Trust u/a/d 2/11/2000 (the "Revocable Trust"), a trust affiliated with Roger K.
−Removed: Deromedi , the Lead Director of the Company’s Board of Directors , adopted a Rule 10b5-1 trading plan (the “Plan”).
−Removed: 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).
−Removed: Deromedi holds voting and dispositive power over the shares of Class A Common Stock held by the Revocable Trust.
−Removed: 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.
+Added: (a) The information below is reported in lieu of information that would be reported under Item 5.02 on Form 8-K.
+Added: On November [8], 2023, the Company and Howard Friedman, Chief Executive Officer of the Company, entered into an amendment (the “Amendment”) to the offer letter dated September 30, 2022 by and between the Company and Mr.
+Added: Friedman (the “Offer Letter”).
+Added: The Amendment adjusted the annual lump sum stipend described in the Offer Letter to $100,000.
+Added: The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment.
+Added: (c) During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.
The exhibits listed in the following exhibit index are furnished as part of this report.
1 unchanged sentence
Number Exhibit Description
−Removed: Certificate of Domestication of the Company.
−Removed: Certificate of Incorporation of the Company.
−Removed: Bylaws of the Company, as amended and restated.
−Removed: 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.
+Added: Certificate of Domestication of the Company (incorporated by reference to Exhibit 3.1 of Utz Brands, Inc.’s Current Report on Form 8-K dated August 28, 2020 (File No:
+Added: 001-38686), filed with the Commission September 3, 2020).
+Added: Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 of Utz Brands, Inc.’s Current Report on Form 8-K dated August 28, 2020 (File No:
+Added: 001-38686), filed with the Commission September 3, 2020).
+Added: Bylaws of the Company, as Amended and Restated (incorporated by reference on Exhibit 3.3 to Utz Brands, Inc.’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2023 (File No.
+Added: 001-38686), filed with the Commission May 11, 2023).
+Added: Eighth Amendment to ABL Facility, dated July 20, 2023 (incorporated by reference to Exhibit 10.1 to Utz Brands, Inc.’s Current Report on Form 8-K (File No.
+Added: 001-38686) dated July 20, 2023 and filed with the Commission on July 21, 2023).
+Added: Amendment No.
+Added: 1 to Howard Friedman Offer Letter, dated November 8 , 2023.
Certification of Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
15 unchanged sentences
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.
−Removed: August 10, 2023 UTZ BRANDS, INC.
+Added: November 9, 2023 UTZ BRANDS, INC.
/s/ Ajay Kataria
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.