only, and stockholders will not be able to attend the Annual Meeting in person. Stockholders may participate online by logging in at https://www.cstproxy.com/hostessbrands/2021. All
stockholders participating online will be in listen-only mode but will have an opportunity to submit questions and vote.
Registered
stockholders will receive a Notice of Internet Availability and a proxy card from our transfer agent, Continental Stock Transfer. The Notice of Internet Availability and proxy card provided to registered stockholders will contain a control number
that you will need to attend the Annual Meeting. If you do not have your control number, you should contact Continental Stock Transfer at the telephone number or e-mail address below.
For beneficial owners of shares held in street name who hold shares through a broker, bank or other nominee, you will need to
contact your broker, bank or other nominee to obtain a legal proxy. After obtaining a legal proxy, beneficial owners may contact Continental Stock Transfer to obtain a control number. This is the only way beneficial owners will be able to attend the
meeting.
Continental Stock Transfers contact information is as follows:
Telephone number: 917-262-2373
Email address: proxy@continentalstock.com
Broker Non-Votes and Abstentions
If you are a beneficial owner of shares held in
street name and do not provide the broker, bank, or other nominee that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares
may generally vote on routine matters but cannot vote on non-routine matters. If the broker, bank, or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a
non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is commonly
referred to as a broker non-vote.
The election of directors (Proposal
1) and the say-on-pay proposal (Proposal 2) are matters considered non-routine under applicable
rules. Therefore, a broker, bank, or other nominee cannot vote without your instructions on Proposals 1 or 2; as a result, there may be broker non-votes on Proposals 1 and 2. For your vote to be counted in
the above proposals, you will need to communicate your voting decisions to your broker, bank, or other nominee before the date of the meeting using the voting instruction form provided by your broker, bank, or other nominee.
The ratification of appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021
(Proposal 3) is considered routine under applicable rules. A broker, bank, or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in
connection with Proposal 3.
Each broker non-vote and abstention is counted for determining the
presence of a quorum. The election of directors requires a plurality of votes cast. Neither broker non-votes nor abstentions or any withhold votes in the election of directors will have any effect thereon.
Abstentions have the same effect as votes against the say-on pay proposal because they represent votes present and entitled to vote that are not cast in favor of a proposal. Broker non-votes, however, do not represent votes present and entitled to vote on non-routine matters, and therefore, have no effect on the say-on-pay proposal. With respect to the proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm of our Company for the year ending December 31, 2021,
abstentions have the same effect as votes against such proposal because they represent shares present and entitled to vote that are not voted in favor of a proposal.
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