Hostess Brands, Inc. (NASDAQ:TWNK) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
On June 7, 2018, Hostess Brands, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals and cast their votes as follows.
Proposal 1: Election of Directors
The stockholders voted for both of management’s nominees for election as Class II directors to serve for a term that shall expire at the 2021 Annual Meeting of Stockholders. The results of the vote taken were as follows:
|
Nominee |
For |
Withheld |
Broker Non-Vote |
|
Jerry D. Kaminski |
83,859,760 |
33,755,218 |
5,617,059 |
|
Craig D. Steeneck |
84,472,335 |
33,142,643 |
5,617,059 |
Proposal 2: Say-on-Pay
The stockholders voted, on an advisory basis, to approve the compensation paid to the Company’s named executive officers for 2017. The results of the vote taken were as follows:
|
For |
Against |
Abstain |
Broker Non-Vote |
|
116,363,569 |
1,242,384 |
9,025 |
5,617,059 |
Proposal 3: Frequency of Advisory Say-On-Pay Votes
The stockholders voted, on an advisory basis, to conduct an advisory vote on the compensation paid to the Company’s named executive officers every year. The results of the vote taken were as follows:
|
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Vote |
|
116,419,943 |
7,103 |
1,181,052 |
6,880 |
5,617,059 |
The Company has determined, as was recommended with respect to this proposal by the Board of Directors in the Company’s proxy statement for the Annual Meeting, to conduct an advisory vote on the compensation paid to the Company’s named executive officers every year until the occurrence of the next advisory vote on the frequency of such advisory say-on-pay votes. The next advisory vote on the frequency of advisory say-on-pay votes is required to occur no later than the Company’s 2024 Annual Meeting of Stockholders.
Proposal 4: 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, 2018. The results of the vote taken were as follows:
|
For |
Against |
Abstain |
Broker Non-Vote |
|
121,055,358 |
2,165,470 |
11,209 |
Not applicable |