Utz Brands Inc.
04/26/2024 | Press release | Distributed by Public on 04/26/2024 14:31
Submission of Matters to a Vote of Security Holders - Form 8-K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 25, 2024, as described below, upon recommendation of the Board of Directors ("Board") of Utz Brands, Inc. (the "Company"), the Company's stockholders approved an amendment to the Company's Certificate of Incorporation to permit officer exculpation for certain breaches of fiduciary duties pursuant to the General Corporation Law of the State of Delaware (the "DGCL"), as further described in "Proposal No.3 Amendment to Company's Certificate of Incorporation to Permit Officer Exculpation For Certain Breaches of Fiduciary Duties Pursuant to DGCL" on pages 63-64 of the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 14, 2024 (the "Proxy Statement") and previously approved by the Board of the Company.
As a result, the Company filed a Certificate of Amendment to the Company's Certificate of Incorporation ("Certificate of Amendment") with the Secretary of State of the State of Delaware on April 25, 2024, which became effective upon filing.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.