Form 8-K Hostess Brands, Inc. For: Jun 29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 29, 2022

Hostess Brands, Inc.

(Exact name of registrant as specified in its charter)

7905 Quivira Road

Lenexa, KS    66215

(Address of principal executive offices and zip code)

(816) 701-4600

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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

Michael J. Cramer, Executive Vice President, Chief Administrative Officer and Assistant Secretary and a “named executive officer”, will have a reduced scope of duties with the Company effective July 1, 2022. In connection therewith, Mr. Cramer’s annual rate of base salary will be adjusted to $120,000 as of such date. For purposes of the Hostess Brands, Inc. Incentive Compensation Plan for Exempt Employees, Mr. Cramer’s base salary shall be the aggregate base salary he was paid during 2022. In addition, the Company and Mr. Cramer have agreed that Mr. Cramer shall only be eligible to receive severance under the HB Key Executive Severance Benefit Plan (the “Severance Plan”) if Mr. Cramer’s termination of employment constitutes a Change in Control Termination, as defined in the Severance Plan.

2

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 hereunto duly authorized.

3