UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2021 Hostess Brands, Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
| Delaware | 1-37540 | 47-4168492 | |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 7905 Quivira Road | | |
| Lenexa, | KS | 66215 | |
| (Address of principal executive offices) | (Zip Code) | |
(816) 701-4600
(Registrant’s telephone number, including area code)
7905 Quivira Lenexa, Kansas 66215
(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each Class | Trading Symbol | Name of exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | TWNK | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for a half share of Class A Common Stock | TWNKW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 28, 2021, Hostess Brands, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals and cast their votes as set forth below.
Proposal 1: Election of Directors
The stockholders elected all of the nominees for election as directors to serve for a term that shall expire at the 2022 Annual Meeting of Stockholders. The results of the vote taken were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | For | | Withheld | | Broker Non-Vote |
| Jerry D. Kaminski | | 115,721,112 | | | 266,258 | | | 4,620,256 | |
| Andrew P. Callahan | | 115,715,258 | | | 272,112 | | | 4,620,256 | |
| Olu Beck | | 112,933,271 | | | 3,054,099 | | | 4,620,256 | |
| Laurence Bodner | | 113,288,821 | | | 2,698,549 | | | 4,620,256 | |
| Gretchen R. Crist | | 114,799,529 | | | 1,187,841 | | | 4,620,256 | |
| Rachel P. Cullen | | 112,460,064 | | | 3,527,306 | | | 4,620,256 | |
| Hugh G. Dineen | | 113,174,558 | | | 2,812,812 | | | 4,620,256 | |
| Ioannis Skoufalos | | 114,794,102 | | | 1,193,268 | | | 4,620,256 | |
| Craig D. Steeneck | | 113,378,458 | | | 2,608,912 | | | 4,620,256 | |
Proposal 2: Say-on Pay
The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers for 2020. The results of the vote taken were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 111,398,262 | | 4,564,872 | | 24,236 | | 4,620,256 |
Proposal 3: Ratification of Appointment of Independent Auditor
The stockholders ratified the selection, by the Audit Committee of the Board, of KPMG LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2021. The results of the vote taken were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 115,553,382 | | 4,916,897 | | 137,347 | | Not applicable |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits | | | | | | | | |
Exhibit No. | | Description of Exhibits |
| 104.1 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. | | | | | | | | | | | |
| | HOSTESS BRANDS, INC. |
| | | |
| Date: June 30, 2021 | | By: | /s/ Jolyn J. Sebree |
| | Name: | Jolyn J. Sebree |
| | Title: | Senior Vice President |
