Good morning. My name is Jerry D. Kaminski, and I am the chair of the board of directors of Hostess Brands, Inc. As it is 8:00 A.M., I hereby call this annual meeting to order. On behalf of our board of directors and management team, I would like to extend a warm welcome to you, our stockholders and invited guests, and thank you for your attendance today. I would like to introduce you to Andy Callahan, our President and Chief Executive Officer and Director, as well as the rest of our board of directors who are in attendance: Olu Beck, Laurie Bodner, Gretchen Crist, Rachel Cullen, Hugh Dineen, Ioannis Skoufalos, and Craig D. Steeneck. Jolyn Sebree, our Senior Vice President, General Counsel, and Secretary, will act as secretary for this meeting. I also want to introduce you to Dana Foote and Ashlee Harmon of KPMG LLP, our independent registered public accounting firm. Stockholders may submit questions for the board or KPMG electronically during the meeting by following the instructions on the meeting website. These questions will not be visible to other participants. We will contact you after the meeting to address any appropriate questions received during the meeting. We will now begin the formal proceedings of today's meeting. Pursuant to the authorization by the board of directors of the company, Alwyn Burton of Continental Stock Transfer and Trust Company has been appointed to act as Inspector of Election for this meeting. I have before me the oath of the Inspector of Election, which will be kept with the records of the company. Now, I would like to call upon the secretary to report on notice to stockholders and the list of stockholders. I have an affidavit of mailing, establishing that the notice of internet availability of proxy materials for this meeting was duly given to the stockholders of record of the company, entitled to vote at the annual meeting as of April 21, 2023. In addition, I hereby confirm that the company's proxy statement, the form of proxy, and the notice of annual meeting of stockholders, including the notice of internet availability of proxy materials, were filed with the Securities and Exchange Commission on April 27, 2023, and the distribution of these materials and the company's annual report for the fiscal year ended December 31, 2022, as applicable, began on that date. I direct that the notice of the annual meeting of stockholders, the proxy statement, together with the form of proxy, the annual report, and the affidavit of mailing, be filed with the records of the company. I would like to call upon the secretary to report on the number of shares represented at this meeting by virtual participation and by proxy. I have inspected a list of stockholders as of the close of business on the record date. The stockholder list shows that as of the record date, there were 132,891,124 outstanding shares of Class A common stock and no outstanding shares of Class B common stock or preferred stock entitled to vote at this meeting. Of those shares, there are represented by virtual participation or proxy here today, the holders of more than a majority of the shares of Class A common stock outstanding and entitled to vote at this meeting. I declare that we have a quorum, and the annual meeting is duly convened and competent to proceed with the transaction of business. The polls are still open. In order to simplify the vote tabulation, we ask any stockholders who plan to vote online during this meeting, and have not already done so, or wish to change their votes, to follow the instructions on the meeting website now. The polls will remain open for each proposal until the polls are formally declared closed. The business of this meeting is limited to the matters on the agenda. Now I will present the matters to be voted upon. The first order of business is Proposal 1: the election of directors. Madam Secretary, will you read the names of those listed in the proxy statement as nominees for election as members of the board of directors of the company? The following individuals are listed in the proxy statement as nominees for election as directors of the company to serve until the 2024 annual meeting, stockholders meeting: Olu Beck, Laurence Bodner, Andrew P. Callahan, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Jerry D. Kaminski, Ioannis Skoufalos, and Craig D. Steeneck. Information concerning their principal occupations, experience and qualifications, and other matters which may be of interest, are contained in the proxy statement. The board unanimously recommends that stockholders vote for the election of each director nominee. The remaining orders of business are Proposal 2: the advisory vote to approve the compensation paid to the company's named executive officers for 2022, and Proposal 3: the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December thirty-first, 2023. The board unanimously recommends that stockholders vote for the approval of each of these proposals. Each item has been properly brought before this meeting. Any stockholder who has yet to vote or who wishes to change their vote may do so by clicking on the Click Here to Vote Your Proxy Online button on the meeting website and following the instructions there. Stockholders who have mailed in proxies or who have voted previously by telephone or internet do not need to take any further action at this time unless you want to change your vote. I will now pause to allow stockholders to vote. Now that all stockholders have had the opportunity to vote, I declare the polls for this meeting closed as of 8:05 A.M. Central Time. Mr. Burton, will you please proceed to tabulate the results of the voting on Proposals 1 through 3 and deliver the preliminary voting results to the Secretary? Madam Secretary, will you please give us the preliminary results of the vote tabulation? We have tabulated the votes cast for each of the proposals and find that each of the director nominees has received a plurality of the votes of the shares of the company's common stock represented at the annual meeting, and in addition, that the holders of a majority of shares of common stock represented voted for the approval of each of proposals 2 and 3. I hereby declare that Olu Beck, Laurence Bodner, Andrew P. Callahan, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Jerry D. Kaminski, Ioannis Skoufalos, and Craig D. Steeneck have been duly elected directors of the company, each for a term that will expire at the annual meeting of stockholders in 2024 and until his or her respective successor is duly elected and qualified. I further declare that the compensation paid to the company's named executive officers for 2022 has been approved on an advisory basis, and the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2023, has been ratified and approved. These voting results are preliminary. The final voting results will be reported on a current report on Form 8-K that the company will file with the Securities and Exchange Commission within four business days after this meeting. Thank you. The report of the Inspector of Election as presented is accepted, and I direct that the certificate of the Inspector of Election, when received, be filed with the records of the company. There being no further business to come before the meeting, the 2023 annual meeting of stockholders of Hostess Brands, Inc., is now adjourned. On behalf of management and the board, thank you for your participation.
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