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 Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Effective January 1, 2019, C. Dean Metropoulos, Chairman of the Board of Directors of Hostess Brands, Inc. (the “Company”), transitioned from Executive Chairman to Non-Executive Chairman. As Non-Executive Chairman, he will be entitled to the same compensation as is provided to other non-employee directors from time to time, as well as such additional compensation for his role as Non-Executive Chairman as may be determined by the Company’s Board of Directors (“the Board”) from time to time.

In addition, the Board appointed Craig D. Steeneck as Lead Independent Director effective January 1, 2019, with such additional compensation for his role as Lead Independent Director as may be determined by the Board from time to time.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Years

On December 29, 2018, the Board approved Amended and Restated Bylaws of the Company that provide that the Chairman of the Board may be either an Executive Chairman or a Non-Executive Chairman, as determined by the Board, and that the Board may appoint a Lead Independent Director. The Company’s Amended and Restated Bylaws are attached to this report as Exhibit 3.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Hostess Brands, Inc. Exhibit
EX-3.1 2 hbibylawsar.htm EXHIBIT 3.1 Exhibit AMENDED AND RESTATED BYLAWSOFHOSTESS BRANDS,…
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