Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

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Filed by a Party other than the Registrant ☐

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  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under §240.14a-12



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               HOSTESS BRANDS, INC.   

You May Vote Your Proxy When You View The

  c/o Continental Stock Transfer & Trust Co.   

Material On The Internet. You Will Be Asked To

  1 State Street, New York NY 10004   

Follow The Prompts To Vote Your Shares.

     Hostess Brands, Inc.
     1F. Armour Boulevard Kansas City, Missouri 64111
     to be held on
     May 30, 2019


*Stockholders are cordially invited to attend the Annual Meeting and vote in person.

At the meeting, you will need to request a ballot to vote your shares.


Dear Stockholder,

The 2019 Annual Meeting of Stockholders of Hostess Brands, Inc. will be held at Loose Mansion, 101 E. Armour Boulevard, Kansas City, Missouri 64111, on Thursday, May 30, 2019, at 10:00 AM (local time).

Proposals to be considered at the Annual Meeting:



To consider and act upon a proposal to elect to the Company’s Board of Directors three persons nominated by the Board of Directors;



To consider and act upon a non-binding advisory resolution to approve the compensation paid to the Company’s named executive officers for the fiscal 2018 year.



To consider and act upon a proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year;



To address such other matters as may properly come before the 2019 annual meeting or any adjournment or postponement thereof.

The Board of Directors recommends a vote “FOR” all nominees under Proposal 1, “FOR” Proposal 2, and “FOR” Proposal 3.



Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card.






Vote Your Proxy on the Internet:





Go to

Have your notice available when you

access the above website. Follow


the prompts to vote your shares.









The Proxy Materials are available for review at:

Hostess Brands, Inc.

1E. Armour Boulevard, Kansas City, Missouri 64111

Important Notice Regarding the Availability of Proxy Materials For the 2019 Annual Meeting of Stockholders to be Held On May 30, 2019

The following Proxy Materials are available to you to review at:



the Company’s Annual Report for the year ended December 31, 2018



the Company’s 2019 Proxy Statement



the Proxy Card



any amendments to the foregoing materials that are required to be furnished to stockholders

This is not a ballot. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before May 17, 2019 to facilitate a timely delivery. You may also request that you receive paper copies of all future proxy materials from the Company.



Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your company ID, proxy number, and account number.



By telephone please call 1-888-266-6791,


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Please include the company name and your account number in the subject line.