Hostess Brands, Inc. (NASDAQ:TWNK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 7.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c)
Hostess Brands, Inc. (the “Company”), today announced that Mr. Andrew W. Jacobs has been promoted to Executive Vice President and Chief Operating Officer of the Company. Mr. Jacobs has served as the Company’s Executive Vice President and Chief Commercial Officer since June 1, 2017 and previously served as Senior Vice President and Chief Customer Officer.
Remaining biographical and other information of Mr. Jacobs required by Item 7.01(c) of Form 8-K is included in the Company’s proxy statement on Schedule 14A for its 2017 annual meeting of stockholders filed with the Securities and Exchange Commission on April 28, 2017 and such information is incorporated by reference into this Item 7.01(c).
(e)
In connection with the promotion described in Item 7.01(c) above, Mr. Jacobs will receive an annual base salary of $425,000. His target bonus will be 75% of his annual base salary. Mr. Jacobs received an award of 5,000 restricted stock units, vesting over a three-year period, and options to purchase 20,000 shares of Class A common stock, vesting over a four-year period. In the event that the employment of Mr. Jacobs is terminated within two years following the effective date of his promotion and in connection with such termination, Mr. Jacobs is entitled to severance under the Company’s Key Executive Severance Benefit Plan (the "Severance Plan"), the severance payable to Mr. Jacobs will be the balance of his base salary at his then current salary level for the remainder of such two-year period, but in no event shall the severance payable to Mr. Jacobs be less than the amount he would otherwise receive under the Severance Plan. Any severance paid to Mr. Jacobs would first be paid under, and subject to, the terms of the Severance Plan, and any additional severance payable to Mr. Jacobs under the terms of his offer letter would be paid to such offer letter.
Item 7.01. Regulation FD Disclosure
On December 11, 2017, the Company issued a press release announcing the promotion of Mr. Jacobs, a copy of which is attached hereto as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 7.01. Financial Statements and Exhibits
(d) Exhibits
Hostess Brands, Inc. ExhibitEX-99.1 2 ex991twnkcoorelease.htm EXHIBIT 99.1 Exhibit Hostess Brands,…To view the full exhibit click here
