UTZ Brands (UTZ) Proxy Filing summary

Executive summary

• Fiscal year 2025 saw net sales rise 2.1% to $1,438.8 million, with organic net sales up 2.4% and branded salty snacks organic net sales up 4.7%.

• Operational efficiency and disciplined cost management expanded adjusted gross margin and improved profitability.

• Investments were made in supply chain capacity and operational efficiency to support long-term growth.

• The company aims to be the fastest-growing pure-play U.S. salty snack company by building a coast-to-coast portfolio and delivering top-tier financial performance.

Voting matters and shareholder proposals

• Stockholders will vote to elect four Class III directors for terms expiring at the 2029 annual meeting.

• Advisory vote on executive compensation (say-on-pay) and ratification of Grant Thornton LLP as independent auditor for fiscal year ending January 3, 2027.

• Board recommends voting “FOR” all proposals.

• Shareholder proposals for the 2027 meeting must be received by November 12, 2026.

Board of directors and corporate governance

• Board consists of 12 members, 10 of whom are independent; annual board and committee self-assessments are conducted.

• Board diversity includes gender, ethnic, and age representation; average director age is 58.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Lead Independent Director and stock ownership guidelines for directors and executives are in place.

• Board met six times in 2025, with over 94% attendance.