Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 6, 2023, Hostess Brands, Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on three proposals and cast their votes as set forth below.

Proposal 1: Election of Directors



The stockholders elected all of the nominees for election as directors to serve
for a term that shall expire at the Company's 2024 Annual Meeting of
Stockholders or until their successors are duly elected. The results of the vote
taken were as follows:
Nominee                      For            Withheld       Broker Non-Vote
Jerry D. Kaminski        115,213,798       2,536,303          3,946,876
Andrew P. Callahan       116,743,903       1,006,198          3,946,876
Olu Beck                 107,651,851       10,098,250         3,946,876
Laurence Bodner          116,346,156       1,403,945          3,946,876
Gretchen R. Crist        114,982,523       2,767,578          3,946,876
Rachel P. Cullen         115,531,230       2,218,871          3,946,876
Hugh G. Dineen           115,527,142       2,222,959          3,946,876
Ioannis Skoufalos        115,516,901       2,233,200          3,946,876
Craig D. Steeneck        116,532,686       1,217,415          3,946,876



Proposal 2: Say-on-Pay

The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers for fiscal year 2022. The results of the vote taken were as follows:



     For         Against     Abstain     Broker Non-Votes
 113,641,515    4,013,644    94,942         3,946,876

Proposal 3: Ratification of Appointment of Independent Auditor

The stockholders ratified the selection, by the Audit Committee of the Company's Board of Directors, of KPMG LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2023. The results of the vote taken were as follows:

For Against Abstain Broker Non-Votes


 118,612,985    3,036,534    47,458            N/A

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
     Exhibit
       No.              Description of Exhibits
104.1                   The cover page from this Current Report on Form 8-K, formatted in Inline
                        XBRL

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