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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2022 Hostess Brands, Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
| Delaware | 1-37540 | 47-4168492 | |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 7905 Quivira Road | | |
| Lenexa, | KS | 66215 | |
| (Address of principal executive offices) | (Zip Code) | |
(816) 701-4600
(Registrant’s telephone number, including area code)
7905 Quivira Lenexa, Kansas 66215
(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each Class | Trading Symbol | Name of exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | TWNK | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 13, 2022, the Board of Directors of Hostess Brands, Inc. (the “Company”) approved Amended and Restated Bylaws (the “Bylaws”).
The changes implemented in the Bylaws clarify certain procedural and information requirements for shareholders to make director nominations and address certain matters resulting from the Securities and Exchange Commission’s “universal proxy” rules. See Section 3.2 of the Bylaws. Additionally, the changes address amendments to the Delaware General Corporate Law in 2022. See Sections 2.5 and 2.6 of the Bylaws.
The foregoing description is qualified in its entirety by reference to the Amended and Restated Bylaws, which are filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits | | | | | | | | |
Exhibit No. | | Description of Exhibits |
| 3.1 | | |
| 104.1 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. | | | | | | | | | | | |
| | HOSTESS BRANDS, INC. |
| | | |
Date: December 16, 2022 | | By: | /s/ Jolyn J. Sebree |
| | Name: | Jolyn J. Sebree |
| | Title: | Senior Vice President, General Counsel & Secretary |
