On June 19, 2017, Hostess Brands, Inc. (the Company), entered
into a Non-Competition and Non-Solicitation Agreement (the
Agreement) with each of its executive officers, to which each
executive officer agreed not to work for a competitor of the
Company in the in-store bakery or sweet baked goods business
while employed by the Company and for a period of six months
after the termination of employment with the Company for any
reason. Each executive officer also agreed to certain obligations
not to solicit employees or customers of the Company for the
purpose of providing or selling competitive products while
employed by the Company and during such six-month post-employment
period. In the event that an executive officer receives a
severance payment under a severance policy adopted by the
Company, the restrictive covenants in such severance policy will
supersede the non-competition and non-solicitation obligations
contained in the Agreement.

On June 15, 2017, the Company held its 2017 Annual Meeting of
Stockholders (the Annual Meeting). At the Annual Meeting, the
Companys stockholders voted on two proposals and cast their votes
as follows.

Proposal 1: Election of Directors

The stockholders voted for both of managements nominees for
election as Class I directors to serve for a term that shall
expire at the 2020 Annual Meeting of Stockholders. The results of
the vote taken were as follows:

Proposal 2: Ratification of Appointment of Independent Auditor

The stockholders ratified the selection, by the Audit Committee
of the Board of Directors, of KPMG LLP, an independent registered
public accounting firm, as auditors of the Company for the fiscal
year ending December 31, 2017. The results of the vote taken were
as follows: